No Violation of Agreements. Neither the Borrower nor any Subsidiary is in default in any material respect under any material agreement or other instrument to which it is a party or by which it is bound or its property or assets may be affected. No event or condition exists which constitutes, or with the giving of notice or lapse of time or both would constitute, such a default under any such agreement or other instrument. Neither the execution and delivery of this Agreement or the Notes, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, will contravene any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, decree, award, franchise, order or permit applicable to the Borrower, or will conflict or be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under (or condition or event entitling any Person to require, whether by purchase, redemption, acceleration or otherwise, the Borrower to perform any obligations prior to the scheduled maturity thereof), or result in the creation or imposition of any Lien upon any of the property or assets of the Borrower pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which it may be subject, or violate any provision of the certificate of incorporation or by-laws of the Borrower. Without limiting the generality of the foregoing, the Borrower is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Borrower, any agreement or indenture relating thereto or any other contract or agreement (including its certificate of incorporation and by-laws), which would be violated by the incurring of the Indebtedness to be evidenced by the Notes.
No Violation of Agreements. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder by Investor will violate or conflict with any judgment, order, decree, statute, rule or regulation applicable to Investor or its assets or properties.
No Violation of Agreements. The consummation of the transactions contemplated by this Contract and the fulfillment of the terms hereof will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under any indenture, mortgage, deed of trust, lease, loan agreement, security agreement, contract or other agreement or instrument to which the Department is a party or by which its properties are bound, or any order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Department or any of its properties, except any such conflict, breach or default which would not materially and adversely affect the Department’s ability to perform its obligations under this Contract.
No Violation of Agreements. As of the date of the Closing and as of the date of this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereunder by the Buyer will violate or conflict with any judgment, order, decree, statute, rule or regulation applicable to the Buyer or his assets or properties.
No Violation of Agreements. None of the Credit Parties is in violation of any provision of its certificate or articles of incorporation, as the case may be, or its by-laws or is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which any of them is a party or by which any of them may be bound, which default is reasonably likely to have a Material Adverse Effect. Neither the execution and delivery of this Agreement, the other Loan Documents, or any of the instruments and documents to be delivered pursuant hereto or thereto, the consummation of the transactions herein and therein contemplated nor the compliance with any of the provisions hereof or thereof, will violate any provision of the certificate or articles of incorporation, as the case may be, or by-laws of any Credit Party or any law or regulation, or any order or decree of any court or governmental instrumentality, or will (i) conflict with, or result in the breach of, or constitute a default or permit termination under, any material lease, indenture, mortgage, deed of trust, agreement or other instrument to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (ii) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. pursuant to the "Pledge Agreement" (as defined in the Debenture) covering the capital stock of the Company, result in the creation or imposition of any Lien on any property of any Credit Party. 129
No Violation of Agreements. The execution, delivery and performance of this Agreement by Buyer and Sub and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or violate any provision of the Articles of Incorporation of Buyer or Sub and, do not and will not conflict with, violate, result in a breach of, cause a default under an accelerated performance under or accelerate performance under (whether with notice or lapse of time or otherwise), (i) any provision of law or regulation relating to the business of the Buyer, (ii) any provision of any order, arbitration award, judgment or decree to which Buyer or Sub is subject (iii) any provision of any agreement, license or instrument to which Buyer or Sub or any of their assets is subject, or (iv) any other restriction of any kind or character to which the Buyer or Sub or any of its properties is subject, which conflicts, violations, breaches, defaults or accelerations in each of clauses (i), (ii), (iii) or (iv) above would, individually or in the aggregate, adversely affect the Buyer or which would prohibit or restrict the consummation of the transactions contemplated by this Agreement.
No Violation of Agreements. Neither the execution nor delivery of the Agreement, nor the consummation of the transactions contemplated hereby violates or will violate, or conflicts with or will conflict with, or constitutes a default under or will constitute a default under any documents relating to the Company.
No Violation of Agreements. This Agreement constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, and this Agreement and all transactions contemplated hereby will not result in the violation of any terms of the Articles of Incorporation or By-Laws of Purchaser or any law or agreement to which Purchaser is a party or by which it is bound.
No Violation of Agreements. Neither Borrower nor any Subsidiary is in default under any material provision of any agreement to which it is a party or in violation of any Applicable Laws. The execution and delivery of this Agreement, the Notes, the other Loan Documents, and the instruments incidental hereto; the consummation of the transactions herein or therein contemplated; and compliance with the terms and provisions hereof or thereof (a) will not violate any material Applicable Law, (b) will not conflict or be inconsistent with; result in any breach of any of the material terms, covenants, conditions, or provisions of; constitute a default under; or result in the creation or imposition of (or the obligation to impose) any lien, charge, or encumbrance upon any of the property or assets of Borrower or Guarantor pursuant to the terms of any material Governmental Approval, mortgage, deed of trust, lease, agreement, or other instrument to which Borrower or Guarantor is a party, by which Borrower or Guarantor may be bound, or to which Borrower or Guarantor may be subject, and (c) will not violate any of the provisions of the articles of incorporation of Borrower or Guarantor. No Governmental Approval is necessary (x) for the execution of this Agreement or the Guaranty, the making of the Notes, or the assumption and performance of this Agreement, the Guaranty, or the Notes by Borrower or Guarantor (as the case may be) or (y) for the consummation by Borrower or Guarantor of the transactions contemplated by this Agreement including but not limited to the grant of the security interests to U. S. Bank.
No Violation of Agreements. Neither the execution and delivery of this Agreement and the carrying out of its purposes by the Sellers, nor the execution and delivery and the carrying out of the agreements and performance of the obligations by UPNT as contemplated herein, will result in the breach of any of the terms or conditions of, or constitute a default under or violate, UPNT’s Certificate of Incorporation or Bylaws (each as amended through the Closing) or any agreement, lease, mortgage, bond, indenture, license or other document or undertaking, oral or written, to which UPNT is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any order, writ, injunction, decree, law, rule or regulation of any court, regulatory agency or other governmental body.
