Conflicts, etc Clause Samples

Conflicts, etc. To the extent that any conflict exists between the provisions of this Agreement and the certificate of incorporation of the Company and any amendments thereto or the by-laws of the Company, the provisions of this Agreement shall prevail and the parties hereto shall take such steps as may be required or desirable to conform the conflicting provisions of such certificate of incorporation and any amendments thereto or by-laws to this Agreement.

Conflicts, etc. Neither the execution or delivery by any Domestic Credit Party of the Credit Agreement, nor its performance of its obligations thereunder or its compliance with any of the terms and provisions thereof, nor the consummation of the transactions contemplated therein, will (a) to the best of my knowledge violate any of the provisions of any applicable order, judgment or decree of any court, arbitrator or governmental authority of the United States of America, of any state or of any governmental or regulatory body of any thereof, the consequences of which contravention would have a Material Adverse Effect, or (b) to the best of my knowledge violate any of the provisions of, or constitute a default under, or result in the creation of any Lien upon any of its assets pursuant to the terms of (i) any material indenture, material mortgage or other instrument relating to indebtedness for money borrowed to which it is a party or (ii) any other material contract to which it is a party.

Conflicts, etc. If there are conflicts or inconsistencies among this Agreement, the Schedules hereto, or any Smart Contracts entered into in connection with the TessPay Platform and in connection with this Agreement, the terms of the Smart Contract shall prevail.

Conflicts, etc. None of the execution and delivery by the ESOP Trustee in his capacity as trustee for, and on behalf of, the ESOP, of this Agreement, the performance by the ESOP Trustee, in his capacity as trustee for the ESOP, of its obligations hereunder and the consummation of the transactions contemplated by this Agreement: (a) conflicts with or violates any provision of the ESOP; (b) conflicts with, results in (with or without due notice or lapse of time or both) a material breach of, constitutes (with or without due notice or lapse of time or both) a material default under, results in the acceleration of, creates in any party the right to accelerate, terminate, modify or cancel, or results in the loss of any material rights, privileges, options or alternatives under, any instrument, contract, agreement, arrangement or understanding to which the ESOP is a party or by which the ESOP is bound or to which any of its respective properties or assets is subject; (c) results in the imposition of any Lien upon the assets of the ESOP; or (d) violates in any material respect any Law applicable to the ESOP or any of the properties or assets of the ESOP.

Conflicts, etc. To the extent that any provision of this Agreement shall be determined to conflict with any provision of the Indenture, such provision of the Indenture shall govern. [The remainder of this page was left blank intentionally.]

Conflicts, etc. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated herein will: (i) constitute a breach or default under any Intellectual Property Agreement; (ii) cause the termination or loss of, or give rise to a right of termination of or to cause the loss of, any rights of Company to use any Company IP by Surviving Corporation in the conduct of Company’s business as it is currently conducted, including any rights under any Intellectual Property Agreement or (iii) impair the right of Surviving Corporation to exploit any Company-Owned IP in the conduct of the business as it is currently conducted. To the Company’s Knowledge, no current or former director, officer, employee or independent contractor of Company has incorporated any trade secrets or other proprietary information of any third party in the development or creation of any Company-Owned IP without the permission of Company and such third party. Except with respect to Inbound Licenses, and except as set forth on Section 4.12(d) of the Company Disclosure Letter, there are no ongoing royalties, honoraria, fees or other payments payable by Company to any third person or entity as a result of the ownership, use, possession, license, sale, marketing, or disposition of any Company IP by Company for the conduct of Company’s business as currently conducted, and none will become payable solely as a result of the consummation of the Merger.

Conflicts, etc. Neither the execution of this Agreement by the Buyer nor the consummation of the sale of the Purchased Shares and other transactions contemplated herein, will (a) Laws, Charter, etc. constitute or cause a violation of any applicable law, rule, decree, judgment or order binding on the Buyer or of the charter, by-laws or of the Buyer,

Conflicts, etc. Neither the execution of this Agreement by the Seller or the Gaming Companies, nor the consummation of the sale and other transactions contemplated herein, will (a) Laws, Charter, etc. constitute or cause a violation of any applicable law, rule, decree, judgment or order binding on Seller or the Gaming Companies or of their respective charter or by-laws.

Conflicts, etc. Except as specifically amended hereby, the terms and conditions of the FF&E Contract shall remain in full force and effect. In the event of a conflict between the terms and provisions of the FF&E Contract and the terms and provision of this Amendment to FF&E Contract, the terms and provisions of this Amendment to FF&E Contract shall control.