No Defaults or Conflicts. (a) Except as provided in Schedule 4.5(a), the Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s).
No Defaults or Conflicts. (a) No Event of Default or Potential Default has occurred and is continuing.
No Defaults or Conflicts. The execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder does not conflict with or constitute a default under any instruments governing the Purchaser, or any law, regulation, order or agreement to which the Purchaser is a party or to which the undersigned is bound.
No Defaults or Conflicts. The execution and delivery of this Agreement and the other Parent Documents and the consummation of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and will not: (a) contravene or conflict with, or result in any violation or breach of, the Organizational Documents of either Parent or Merger Subs, (b) contravene or conflict with, or result in any violation or breach of, any of the terms or provisions of, or constitute a default (or an event that, with or without notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in the creation of any Encumbrance on any property, asset or right of Parent or Merger Subs, pursuant to any Contract to which Parent or any Merger Sub is a party or by which Parent or any Merger Sub or their respective properties, assets or rights may be bound or affected; or (c) assuming that all Governmental Authorizations in Section 5.5 have been obtained or made, result in any violation or breach of any existing applicable Law or Order of any Governmental Authority having jurisdiction over Parent or Merger Subs or any of their respective properties, except, in the case of clauses (b) and (c), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations or cancellations that, in each case, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Subs to consummate the transactions contemplated hereby.
No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in violation of or default in any material respect under any law, rule, regulation, order, writ, injunction, judgment, decree, award or other action of any court or governmental authority or arbitrator(s). The Company is not in violation of its certificate of incorporation or bylaws.
No Defaults or Conflicts. (a) Neither the Company nor any of its Subsidiaries is in material violation of or material default in any respect under (and is not in default in any respect regarding any Indebtedness) any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. Neither the Company nor any of its Subsidiaries is in default under any order, writ, injunction, judgment or decree of any court or other Governmental Authority or arbitrator(s) which default could have a Material Adverse Effect.
No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller and performance by such Seller of its obligations hereunder (i) do not constitute or result in any violation of the applicable organizational documents of such Seller, if applicable, (ii) do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any agreement or instrument to which such Seller is a party or by which such Seller is bound or to which its properties are subject, and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust Laws, do not violate any existing Law applicable to such Seller or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (ii) or (iii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to materially impair such Seller’s ability to consummate the transactions contemplated hereby.
No Defaults or Conflicts. The execution and delivery by the Buyer of this Agreement and the Ancillary Agreements to which the Buyer is or will be a party and the consummation of the transactions by the Buyer contemplated hereby and thereby and performance by the Buyer of its obligations hereunder and thereunder do not (a) conflict with or violate or result in any violation of the Organizational Documents of the Buyer, (b) conflict with, violate or result in a breach of any of the terms or provisions of, or constitute a default under, in any case with or without notice or lapse of time or both, or give any right of termination, suspension, amendment, revocation, cancellation or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) under, any Contract to which the Buyer is party or by which it is are bound or to which its properties or assets are subject, or (c) assuming all filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 6.5 of the Buyer Disclosure Letter shall have been, as relevant, obtained or made (and assuming the truth and accuracy of the representations and warranties of the Seller in Article 4 and the Company in Article 5), violate, conflict with or result in a breach or default under any existing applicable Law or Order applicable to the Buyer or any of its assets or properties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c), where the conflict, violation, breach, default, acceleration, termination, revocation, modification, cancellation, failure to give notice or obtain consent, as applicable, would not, individually or in the aggregate, have a Buyer Material Adverse Effect.
No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements by the Company, performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby: (i) do not result in any violation of the certificate of incorporation or by-laws, or other equivalent organizational document, of any Acquired Company; and (ii) except as set forth in Schedule 4.5, as of the Effective Time, do not require any consent or approval under, do not conflict with, or result in a breach of any of the terms or provisions of or any loss of benefit under, or constitute a default under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Acquired Company under: (A) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation to which such Acquired Company is a party or by which it may be bound or to which a portion of its respective properties may be subject; or (B) any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Acquired Company or any of its respective properties or assets; provided, however, that no representation or warranty is made in the foregoing clause (ii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
No Defaults or Conflicts. The execution, delivery and performance of this Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby and the consummation of the transactions contemplated herein or therein and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or a violation of or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them may be bound or to which any of the property or assets of the Company or its subsidiaries is subject, nor will such action result in any violation of the provisions of the charter or by-laws, limited liability company agreement or limited partnership agreement, as the case may be, of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective assets or properties.
