Common use of Powers; Consents; Absence of Conflicts with Other Agreements Clause in Contracts

Powers; Consents; Absence of Conflicts with Other Agreements. Other then as disclosed on Schedule 3.1(b), the execution, delivery, and performance by Seller of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation by Seller of the transactions contemplated by this Agreement and the Transaction Documents, as applicable: (a) do not require any approval or consent to be obtained by any party other than the Company or from, or filing required to be made by Seller with, any Governmental Agency bearing on the validity of this Agreement which is required by Law; (b) will not conflict with, result in any breach or contravention of, or the creation of any Encumbrance under, any indenture, agreement, lease, instrument or understanding to which Seller is a party or by which Seller is bound; (c) will not violate any Law to which Seller may be subject; and (d) will not violate any Governmental Order to which Seller may be subject.

Appears in 4 contracts

Samples: LLC Membership Interest Purchase Agreement (Biozone Pharmaceuticals, Inc.), LLC Membership Interest Purchase Agreement (Biozone Pharmaceuticals, Inc.), LLC Membership Interest Purchase Agreement (Biozone Pharmaceuticals, Inc.)

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Powers; Consents; Absence of Conflicts with Other Agreements. Other then as disclosed on Schedule 3.1(b), the The execution, delivery, and performance by Seller of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation by Seller of the transactions contemplated by this Agreement and the Transaction Documents, as applicable: (a) do not require any approval or consent to be obtained by Seller or any party other than the Company or from, or filing required to be made by Seller or any Company with, any Governmental Agency bearing on the validity of this Agreement which is required by Law; (b) will not conflict with, result in any breach or contravention of, or the creation of any Encumbrance under, any indenture, agreement, lease, instrument or understanding to which Seller or any Company is a party or by which Seller or any Company is bound; (c) will not violate any Law to which Seller or any Company may be subject; and (d) will not violate any Governmental Order to which Seller or any Company may be subject.

Appears in 2 contracts

Samples: LLC Membership Interest Purchase Agreement (CardioGenics Holdings Inc.), LLC Membership Interest Purchase Agreement (C2 Global Technologies Inc)

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Powers; Consents; Absence of Conflicts with Other Agreements. Other then as disclosed on Schedule 3.1(b), the The execution, delivery, and performance by Seller of this Agreement and all other documents and agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation by Seller of the transactions contemplated by this Agreement and the Transaction Documents, as applicable: (a) do not require any approval or consent to be obtained by any party other than the Company Demonsaw or from, or filing required to be made by Seller with, any Governmental Agency bearing on the validity of this Agreement which is required by Law; (b) will not conflict with, result in any breach or contravention of, or the creation of any Encumbrance under, any indenture, agreement, lease, instrument or understanding to which Seller is Sellers or Demonsaw are a party or by which Seller or Demonsaw is bound; (c) will not violate any Law to which Seller or Demonsaw may be subject; and (d) will not violate any Governmental Order to which Seller or Demonsaw may be subject.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MGT Capital Investments Inc)

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