Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. Except as set forth in the Disclosure Schedule, there is no requirement applicable to the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Body as a condition to the lawful consummation of any of the Transactions. The Company does not know of any reason why any required permit, authorization, consent or approval will not be obtained. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of any of the Transactions will (a) conflict with, violate or result in any breach of any provision of the Articles of Incorporation or Bylaws (or comparable charter documents) of the Company, (b) result in a default (or with notice or lapse of time or both would result in a default) under, or impair the rights of the Company or alter the rights or obligations of any third party under, or require the Company to make any material payment or become subject to any liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Contract, (c) result in the creation of any liens, charges or encumbrances on any of the assets of the Company or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company or any of its assets.

Appears in 1 contract

Sources: Merger Agreement (Adac Laboratories)

Governmental Consents; No Conflicts. Except as set forth in the Disclosure Schedule, there is no requirement applicable to the any Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Body as a condition to the lawful consummation of any of the Transactions. The Company does not know of any reason why any required permit, authorization, consent or approval will not be obtained. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of any of the Transactions will (a) conflict with, violate or result in any breach of any provision of the Articles of Incorporation or Bylaws (or comparable charter documents) of the CompanyCompanies, (b) result in a default (or with notice or lapse of time or both would result in a default) under, or impair the rights of the Company or alter the rights or obligations of any third party under, or require the Company to make any material payment or become subject to any liability to any third party under, or give rise to any right of termination, amendment, cancellation, acceleration, repurchase, put or call under, any of the terms, conditions or provisions of any Contract, (c) result in the creation of any liens, charges or encumbrances on any of the assets of the Company or (d) conflict with or violate any law, statute, rule, regulation, judgment, order, writ, injunction, decree or arbitration award applicable to the Company Companies or any of its their assets.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Adac Laboratories)