Violations/Breaches. To the Knowledge of MABVAX, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not or will not (a) violate any Applicable Law, (b) result in a breach of any term of the certificate of incorporation, by-laws or governing document of MABVAX or (c) result in a breach of any contract, agreement, or other instrument to which MABVAX is a party, except, in the case of clause (c), as would not have a Material Adverse Effect.
Violations/Breaches. To the Knowledge of BII, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree within the Territory binding on BII, and will not result in a breach of any term of the certificate of incorporation, code of regulation or by-laws of BII or of any contract, agreement, or other instrument to which any of BII is a party.
Violations/Breaches. To the Knowledge of Buyer, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree binding on Buyer and will not result in a breach of any term of the certificate of incorporation or by-laws of Buyer or its Affiliates or of any contract, agreement or other instrument to which Buyer or its Affiliates is a party, except such violations as will not have a material adverse effect on this Agreement or the consummation of the transactions contemplated hereby.
Violations/Breaches. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree within the Geography binding on the Contributors and will not result in a breach of any term of the certificate of incorporation, code of regulation or by-laws of the Contributors or of any contract, agreement or other instrument to which any of the Contributors is a party, except where not Material or will not have a material adverse effect on the ability of the Contributors to consummate the transactions contemplated hereby or on Newco's ability to operate the Jif/Crisco Business following the Closing.
Violations/Breaches. Except as set forth in SCHEDULE 4.15, or where not Material, the execution, delivery and compliance with this Agreement and each of the other Transaction Documents to which it is a party by Seller will not, and the consummation by Seller of the transactions contemplated by this Agreement and each of the other Transaction Documents to which it is a party will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any lien, claim, encumbrance, security interest, option, charge or restriction of any kind upon any of the Acquired Assets under, or require any consent, authorization or approval under:
(a) any provision of the certificate of incorporation or by-laws of Seller;
(b) any Material Agreement or permit to which Seller is a party or by which any of the Acquired Assets may be bound; or (c) to the Knowledge of Seller, any judgment, order or decree or any statute, rule, regulation, order, decree, administrative or judicial doctrine, or other law (whether foreign, federal, state, provincial, local or other) binding on or applicable to Seller, the Products, the Business or any of the Acquired Assets.
Violations/Breaches. Except where not Material, the execution, delivery and compliance with this Agreement and each of the other Transaction Documents to which it is party by Buyer will not, and the consummation by Buyer of the transactions contemplated by this Agreement and each of the other Transaction Documents to which it is a party will not, conflict with, or result in any violation of or default under, or require any consent, authorization or approval under: (a) any provision of the articles of incorporation or code or regulations of Buyer; (b) any material contract to which Buyer is a party; or (c) to the Knowledge of Buyer, any judgment, order or decree or any statute, law, rule or regulation binding on or applicable to Buyer.
Violations/Breaches. To the Knowledge of RB, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree within the Geography binding on Sellers and will not result in a breach of any term of the certificate of incorporation, code of regulation or by-laws of Sellers or of any contract, agreement or other instrument to which any of Sellers is a party, except where not Material.
Violations/Breaches. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree binding on Seller and will not result in a breach of any term of the certificate of incorporation, code of regulation or by-laws of Seller or, to the knowledge of P&G, of any contract, agreement or other instrument to which Seller is a party, except where not Material.
Violations/Breaches. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree binding on Buyer and will not result in a breach of any term of the certificate of incorporation, by-laws or debt documents of Buyer or to the knowledge of Buyer of any contract, agreement or other instrument to which Buyer is a party, except such violations as will not have a material adverse effect on the Transaction Documents or the consummation of the transactions contemplated hereby. 5.08
Violations/Breaches. To the Knowledge of Seller and/or Seller's appropriate Affiliates, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any law, rule or regulation or order, judgment, or decree binding on Seller and/or Seller's appropriate Affiliates and will not result in a breach of any term of the certificate of incorporation, code of regulation or by-laws of Seller and/or Seller's appropriate Affiliates or of any contract, agreement or other instrument to which Seller and/or Seller's appropriate Affiliates is a party, except where not Material.
