Compliance with Constating Documents, Agreements and Laws Sample Clauses
This clause requires parties to adhere to the foundational documents of an organization (such as articles of incorporation or bylaws), as well as any relevant agreements and applicable laws. In practice, it obligates individuals or entities involved to ensure their actions and decisions are consistent with these governing documents and legal requirements, such as not exceeding corporate powers or violating statutory obligations. The core function of this clause is to promote lawful and orderly conduct, reducing the risk of unauthorized actions and legal disputes.
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Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Purchaser and the completion of the transaction provided for herein, will not constitute or result in a violation or breach of or default under:
(i) any term or provision of any of the articles, by-laws or other constating documents of the Purchaser;
(ii) the terms of any contract to which the Purchaser is a party or by which it is bound; or
(iii) subject to obtaining applicable regulatory consents, any term or provision of any licenses or registrations of the Purchaser or any order of any court, governmental authority or regulatory body or any applicable law or regulation of any jurisdiction;
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Purchaser, and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under:
(i) any term or provision of any of the articles, by-laws or other constating documents of the Purchaser;
(ii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Purchaser is a party or by which it is bound, or
(iii) any term or provision of any licences, registrations or qualification of the Purchaser or any order of any court, governmental authority or regulatory body or any applicable law or regulation of any jurisdiction.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendor, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default, or cause the acceleration of any obligations under:
3.1.5.1. any term or provision of any of the articles, by-laws or other constating documents of the Vendor,
3.1.5.2. subject to obtaining the contractual consents referred to in Schedule 3.1.3 , the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendor is a party or by which it is bound including, without limitation, any of the Assumed Contracts, or
3.1.5.3. subject to obtaining the regulatory consents referred to in Schedule 3.1.3, any term or provision of any of the Licences or any order of any court, governmental authority or regulatory body or any law or regulation of any jurisdiction in which the Business is carried on.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this agreement and each of the other agreements contemplated or referred to herein by the Purchaser, and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under:
(a) any term or provision of any of the articles, by-laws or other constating documents of the Purchaser,
(b) subject to obtaining the contractual consents referred to in Schedule 3.2(2), the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Purchaser is a party or by which it is bound, or
(c) subject to obtaining the regulatory consents referred to in Schedule 3.2(2), any term or provision of any licences, registrations or qualification of the Purchaser or any order of any court, governmental authority or regulatory body or any applicable law or regulation of any jurisdiction.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other Contracts contemplated by this Agreement by the Vendors, and the completion of the transactions contemplated hereby and thereby, will not constitute or result in a violation or breach of or default under, or cause the acceleration of any obligations of the any of the Vendors under:
(i) their articles, by-laws, declaration of trust or other constating or organizational documents, as and if applicable;
(ii) subject to obtaining the contractual consents referred to in Schedule 3.1(b), the terms of any Contract or other obligation or restriction to which the Vendors or any of them are a party or by which any of them is bound; or
(iii) subject to obtaining the regulatory consents referred to in Schedule 3.1(b), any term or provision of any License or Authorization or any order or judgment of any court, governmental authority or regulatory body or any Laws,
(iv) except to the extent that such violation or breach thereof or default thereunder could not reasonably be expected to limit in any material manner the operations of the Business as they are presently conducted or have a Material Adverse Effect.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendor, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default, or cause the acceleration of any obligations under:
3.1.4.1. any term or provision of any of the articles, by-laws or other constating documents of the Vendor,
3.1.4.2. the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendor is a party or by which it is bound including, or
3.1.4.3. any term or provision of any licences or any order of any court, governmental authority or regulatory body or any law or regulation of any jurisdiction in which the Business is carried on.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendor, and the completion of the transactions contemplated herein and therein, will not constitute or result in a violation, breach or default, under any term or provision of any of the articles, by-laws or other constating documents or resolutions of the boards of directors or shareholders of the Vendor.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendor, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default, or cause the acceleration of any obligations, under:
(i) any term or provision of the constating documents of the Vendor;
(ii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendor is a party or by which it is bound; or
(iii) any term or provision of any licenses, registrations, or qualifications of the Vendor or any order of any court, governmental authority or regulatory body or any applicable law or regulation of any jurisdiction.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement by Comamtech and MergerCo, and the completion of the transactions contemplated hereby, will not result in the creation of any Encumbrance upon any of the assets of any member of its Consolidated Group which would have a Comamtech Material Adverse Effect or constitute or result in a violation or breach of or default under:
(a) any term or provision of any of the articles, by-laws or other constating documents of Comamtech and of MergerCo;
(b) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which Comamtech is a party or by which it is bound; or
(c) any term or provision of any licences, registrations or qualifications of Comamtech and of MergerCo or any order of any court or Governmental Entity or any applicable Law.
Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and the completion of the purchase of the Target Shares as contemplated hereby, including the issuance of the Consideration Shares, will not constitute or result in a violation or breach of or default under:
(i) any term or provision of any of the articles, by-laws or other constating documents of the Purchaser;
(ii) the terms of any Contract to which the Purchaser is a party or by which it is bound; or
(iii) any term or provision of any Authorization of the Purchaser or any applicable Law.