Common use of Agreement Does Not Violate Other Instruments Clause in Contracts

Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by the Seller do not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Acte de Constitution of the Seller or violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any order, judgment, decree or other arrangement to which the Seller is a party or is bound except where the occurrence of any such event would not have a material adverse effect on the consummation of the transactions contemplated hereby. Except for the filings with the SEC and various state securities authorities with regard to the IPO and the filings required under the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required to be obtained or made by or with respect to the Seller, in connection with the execution and delivery by the Seller of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain or make any of the foregoing would not have a material adverse effect on the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Flowers Industries Inc /Ga), Stock Purchase Agreement (Keebler Foods Co)

Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by the Seller Purchaser do not, and the consummation of the transactions contemplated hereby will not, violate any provision provisions of the Acte de Constitution Articles of the Seller Incorporation, as amended, or Bylaws, as amended, of Purchaser, or violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any order, judgment, decree or other arrangement to which the Seller Purchaser is a party or is bound bound, except where the occurrence of any such event would not have a material adverse effect on the consummation of the transactions contemplated hereby. Except for the filings with the SEC and various state securities authorities with regard to the IPO and the filings required under the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required to be obtained or made by or with respect to the SellerPurchaser, in connection with the execution and delivery by the Seller Purchaser of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain or make any of the foregoing would not have a material adverse effect on the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Flowers Industries Inc /Ga), Stock Purchase Agreement (Keebler Foods Co)

Agreement Does Not Violate Other Instruments. The execution and delivery of this Agreement by the Seller do Sellers does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Acte de Constitution respective charter or bylaws of the Seller or either Seller, or, except as listed on Schedule 4.9, violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, lien, lease, agreement, instrument, or any order, judgment, decree or other arrangement to which the either Seller is a party or is bound except where or by which the occurrence of any such event would not have a material adverse effect on Assets or the consummation Business are affected. With respect to each of the transactions contemplated herebymatters listed on Schedule 4.9, unless expressly waived in writing by Purchaser pursuant to Section 3.9 solely for purposes of effecting the Closing, the requisite consents of third parties in connection therewith have been obtained. Except for the filings with the SEC and various state securities authorities with regard to the IPO and the filings required under the HSR Actas listed or described on Schedule 4.9, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental Government entity is required to be obtained or made by or with respect to the either Seller, any of the Assets or the Business in connection with the execution and delivery by the Seller Sellers of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain or make any of the foregoing would not have a material adverse effect agreements, certificates or other documents delivered or to be delivered on or after the consummation of date hereof in connection with the transactions contemplated hereby.

Appears in 1 contract

Sources: Asset Purchase Agreement (Media Service Group Inc)