Xx Violation or Conflict. The execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Buyer is a party, by Buyer do not and will not conflict with or violate any Law, judgment, order or decree binding on Buyer or the charter or bylaws of Buyer. Except for compliance with the HSR Act, no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by Buyer in connection with the execution and delivery of this Agreement, and the other documents and instruments required hereby to which Buyer is a party, by Buyer or the consummation by Buyer of the transactions contemplated hereby. Except as set forth in Exhibit 4.3 attached hereto, the execution, delivery and performance of this Agreement, and the other documents and instruments required hereby to which Buyer is a party, do not and will not constitute a violation or breach of any contract to which Buyer is a party or by which Buyer is bound, or require the consent or approval of any party to any such contract or give any party to any such contract a right of termination, cancellation, acceleration or modification thereunder, except where such violation or breach or the failure to obtain such consent or approval would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder.
Xx Violation or Conflict. The execution, delivery and performance of this Agreement by Roadhouse and Holdings does not and will not violate or conflict with any Law, judgment, order, or decree binding on Roadhouse or Holdings or the Articles or Certificate of Incorporation, Bylaws, Articles or Certificate of Organization or Operating Agreement (as applicable) or any material contract or agreement to which Roadhouse or Holdings is a party or by which Roadhouse or Holdings, if applicable, is bound.
Xx Violation or Conflict. The execution, delivery and performance by each of Parent and Seller and the Companies of this Agreement and the other Transaction Documents to which either Parent or Seller or a Company is a party do not and will not (a) conflict with or violate the Governing Documents of Parent or Seller or either Company or any Subsidiary, (b) assuming the Required Consents are obtained, violate in any material respect any Law, rule, regulation, judgment, order, permit or decree to which Parent, Seller or any Company or Subsidiary is bound or to which any of their respective assets or properties are subject, (c) assuming the Required Consents are obtained, constitute a material default (with or without notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Parent, Seller or any Company or Subsidiary or to a loss of any material right to which Parent, Seller or any Company or Subsidiary is entitled under any provision of any Material Contract, Permit or other instrument or obligation to which Parent, Seller or any Company or Subsidiary is a party or by which any of them is bound or to which any of their respective assets or properties are subject or (d) result in the creation or imposition of any Lien, other than Permitted Liens, on any asset or property of any Company or any Subsidiary. Section 0.0.
Xx Violation or Conflict. Such execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its obligations under this Agreement, will not result in any violation of, or conflict with: (i) any term of any material contract or agreement applicable to it; (ii) any of its charter, bylaws, or other constitutional documents; (iii) any determination or award of any arbitrator applicable to it; or (iv) any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation of any government agency presently in effect, applicable to it or any of its assets or properties or to any obligations incurred by it or by which it or any of its assets or properties or obligations are bound or affected, and shall not cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets.
