Common use of Validity of Contemplated Transactions, etc Clause in Contracts

Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Sellers will not contravene or violate (a) any law, rule or regulation to which either Seller is subject or (b) any judgment, order, writ, injunction or decree of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to either Seller; nor will such execution, delivery or performance violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to (except for such consents as have been already been obtained, all of which are listed on Schedule 3.2), any contract, commitment, agreement, lease, license, permit, authorization, document or other understanding, oral or written, to or by which either Seller is a party or otherwise bound or affected. No authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by either Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (K Tron International Inc)

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Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Sellers Buyer will not contravene or violate (a) any law, rule or regulation to which either Seller the Buyer is subject or subject, (b) any judgment, order, writ, injunction or decree of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to either Sellerthe Buyer or (c) the Certificate of Incorporation or Bylaws of the Buyer; nor will such execution, delivery or performance violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to (except for such consents as have been already been obtained, all of which are listed on Schedule 3.2)to, any contract, commitment, commitment or agreement, lease, license, permit, authorization, document or other understanding, oral or written, to or by which either Seller the Buyer is a party or otherwise bound or affected or by which any of the Buyer's assets or properties may be bound or affected. No authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement hereof by either Sellerthe Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (K Tron International Inc)

Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Sellers Buyer will not contravene or violate (a) any law, rule or regulation to which either Seller the Buyer is subject or subject, (b) any judgment, order, writ, injunction or decree of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to either Sellerthe Buyer or (c) the Certificate of Incorporation or Bylaws of the Buyer; nor will such execution, delivery or performance violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to (except for such consents as have been already been obtained, all of which are listed on Schedule 3.2)to, any contract, commitment, commitment or agreement, lease, license, permit, authorization, document or other understanding, oral or written, to or by which either Seller the Buyer is a party or otherwise bound or affected or by which any of the Buyer’s assets or properties may be bound or affected. No authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement hereof by either Sellerthe Buyer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eurand N.V.)

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Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Sellers such Seller will not contravene or violate (a) ), any law, rule or regulation to which either such Seller is subject or (b) any judgment, order, writ, injunction or decree of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to either such Seller; nor will such execution, delivery or performance violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to (except for such consents as have been already been obtained, all of which are listed on Schedule 3.2)to, any contract, commitment, agreement, lease, license, permit, authorization, document or other understanding, oral or written, to or by which either such Seller is a party or otherwise bound or affected. No authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by either such Seller.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eurand N.V.)

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