Violations and Approvals Sample Clauses
Violations and Approvals. Except for the consent of Foothill Capital Corporation and as set forth in the Disclosure Schedule, the execution and delivery of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not (immediately, upon notice, with the passage of time or both) result in the creation of any lien, charge or encumbrance of any kind or the termination or acceleration of any obligation of or relating to the Business and are not prohibited by, do not and will not violate or conflict with any provision of, and do not and will not (immediately, upon notice, with the passage of time or both) constitute a default under or a breach of (i) the charter or by-laws of any Selling Entity, (ii) any material note, bond, indenture, contract, agreement, permit, license or other instrument to which any Selling Entity is a party or, by which any Selling Entity, the Business or the assets thereof are bound, (iii) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to any Selling Entity, the Business or the assets thereof or (iv) any law, rule or regulation applicable to any Selling Entity, the Business or the assets thereof. Except as set forth in the Disclosure Schedule, and consents to assignment and other consents that are obtained in connection with the Closing, no approval, authorization, registration, consent, order or other action of or filing with any person, including any court, administrative agency or other governmental authority of any country, is required for the execution and delivery by each Selling Entity of this Agreement or the agreements contemplated hereby or the consummation of the transactions contemplated hereby and thereby except where their is no Material Adverse Effect.
Violations and Approvals. The execution and delivery of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not (immediately, with notice, the passage of time or both) result in the creation of any lien, charge or encumbrance or the acceleration of any indebtedness or other obligation of Buyer and are not prohibited by, do not violate or conflict with any provision of, and do not and will not (immediately, with notice, the passage of time or both) result in a default under or a breach of (i) the charter or by-laws of Buyer, (ii) any contract, agreement, permit, license or other instrument to which Buyer is a party or by which it is bound, (iii) any order, writ, injunction, decree or judgment of any court or governmental agency, or (iv) any law, rule or regulation applicable to Buyer, except for such creations, terminations, violations, conflicts, breaches, defaults, charges or encumbrances which, in the aggregate will not have an adverse effect on Buyer's ability to consummate the transactions contemplated hereby.
Violations and Approvals. The execution and delivery by the Parent and Buyer of this Agreement and the agreements contemplated hereby, the performance by Buyer and Parent of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or the passage of time) result in the creation of any lien, charge or encumbrance or the acceleration of any indebtedness or other obligation of Buyer or Parent and are not prohibited by, do not violate or conflict with any provision of, and do not and will not (with or without notice or the passage of time) result in a default under or a breach of (i) the Organizational Documents of Buyer or Parent, (ii) any contract, agreement, permit, license or other instrument to which Buyer or Parent is a party or by which either of them is bound, (iii) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to Buyer or Parent, or (iv) any law, statute, ordinance, rule or regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is binding upon, enforceable against or applicable to Buyer or Parent, except for antitrust filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any applicable foreign jurisdictions, compliance with applicable requirements of the Securities Act and compliance with any applicable foreign or state securities or “blue sky” laws.
Violations and Approvals the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party:
(i) does not and will not violate its articles, by-laws, partnership agreement, trust indenture (each as applicable) or other governing documents;
(ii) does not and will not result in a breach of or constitute a default or require any consent under, or result in the creation of any Security Interest, other than a Permitted Encumbrance, upon any of its Property pursuant to any Material Agreement or Material License to which it is a party or by which it or its Property may be bound or affected;
(iii) does not require any Governmental Action, licence, consent or approval of or notice to or filing with any Governmental Authority other than such as are necessary with respect to the registration and perfection of the Security and the Security Interests constituted thereby; and
(iv) does not and will not contravene any presently existing provision of Applicable Law or any Governmental Action applicable to it or any of its Property;
Violations and Approvals. The execution, delivery and performance of this Agreement, the agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance and delivery of the Purchaser Stock will not (immediately, with notice, the passage of time or both) result in the creation of any Lien, or the acceleration of any indebtedness or other obligation of WorldPort or Purchaser and are not prohibited by, do not violate or conflict with any provision of, and do not and will not (immediately, with notice, the passage of time or both) result in a default under or a breach of (i) the charter or bylaws of WorldPort or Purchaser, (ii) any contract, agreement, permit, license or other instrument to which WorldPort or Purchaser is a party or by which it is bound, (iii) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to WorldPort or Purchaser, or (iv) any law, statute, ordinance, rule or regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is binding upon, enforceable against or applicable to WorldPort or Purchaser, except for such creations, terminations, violations, conflicts, breaches, defaults, charges or encumbrances which, individually or in the aggregate, will not have a material adverse effect on WorldPort's or Purchaser's ability to consummate the transactions contemplated hereby.
Violations and Approvals. The execution and delivery by CRG Investors of this Agreement and the agreements contemplated hereby, the performance by CRG Investors of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or the passage of time) result in the creation of any lien, charge or encumbrance or the acceleration of any indebtedness or other obligation of CRG Investors and are not prohibited by, do not violate or conflict with any provision of, and do not and will not (with or without notice or the passage of time) result in a default under or a breach of (i) the Organizational Documents of CRG Investors, (ii) any contract, agreement, permit, license or other instrument to which CRG Investors is a party or by which it is bound, (iii) any order, writ, injunction, decree or judgment of any court or governmental agency applicable to CRG Investors, or (iv) any law, statute, ordinance, rule or regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is binding upon, enforceable against or applicable to CRG Investors, except for antitrust filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or any applicable foreign jurisdictions.
Violations and Approvals. The execution and delivery of this Agreement and the agreements contemplated hereby by the Shareholders and the Corporation, the performance by the Shareholders and the Corporation of their respective obligations hereunder and thereunder, and the consummation by them of the transactions contemplated hereby and thereby will not (with notice, the passage of time, or both) (i) contravene any provision of the charter or bylaws of the Corporation, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against Shareholders or the Corporation or its Subsidiaries, (iii) except as set forth in Section 5.4 of the Disclosure Schedule, conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any contract, agreement, permit, license or other instrument which is applicable to, binding upon or enforceable against the Shareholders or the Corporation or any of its Subsidiaries, (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the property or assets of the Corporation or its Subsidiaries, or (v) except as set forth in Section 5.4 of the Disclosure Schedule, require the consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person. Capitalization. Section 5.5 of the Disclosure Schedule sets forth, with respect to the Corporation, (a) the number of authorized shares of each class of its capital stock, (b) the number of issued and outstanding shares of each class of its capital stock, and (c) the number of shares of each class of its capital stock which are held in treasury. All of the issued and outstanding shares of capital stock of the Corporation (i) have been duly authorized and validly issued and are fully paid and non-assessable, (ii) were issued in compliance with all applicable state and federal securities laws, and (iii) were not issued in violation of any preemptive rights or rights of first refusal. No preemptive rights or rights of first refusal exist with respect to the shares of capital stock of the Corporation and, no such ri...