No Conflict with Other Instruments or Proceedings Clause Samples

No Conflict with Other Instruments or Proceedings. Neither the execution and delivery of this Agreement, nor the performance or compliance with the terms and conditions hereof conflict with, or will result in a breach by BP of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon, any of its assets pursuant to any of the terms, conditions or provisions of (i) the Certificate of Incorporation or Bylaws of BP, (ii) any mortgage, deed of trust, lease, contract, agreement or other instrument to which BP is a party or by which BP may be bound or affected, or (iii) any writ, order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character, to which BP is subject, or by which BP may be bound or affected,

No Conflict with Other Instruments or Proceedings. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (a) result in the breach of any of the terms or conditions of, or constitute a default under, Seller's corporate charter or bylaws, or any material contract, agreement, lease, commitment, indenture, mortgage, pledge, note, bond, license, or other instrument or obligation to which Seller is now a party or by which the Purchased Assets or the Business may be bound or affected; (b) violate any law, rule, or regulation of any administrative agency or governmental body or any order, writ, injunction, or decree of any court, administrative agency, or governmental body applicable to Seller or the Business; (c) result in the imposition of any lien or encumbrance on any of the Purchased Assets; (d) give rise to any right of first refusal or similar right to any third party with respect to any interest in Seller or in any of the Purchased Assets; or (e) result in the acceleration of Seller's indebtedness. All consents, approvals, or authorizations of, or declarations, filings, or registrations with, any third parties or governmental or regulatory authorities required of Seller in connection with the execution, delivery, and performance of this Agreement are listed on the Disclosure Schedule.

No Conflict with Other Instruments or Proceedings. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in the breach of any of the terms or conditions of, or constitute a default under, the Certificate or Articles of Incorporation or the Bylaws of Seller, or any contract, agreement, commitment, indenture, mortgage, pledge, agreement, note, bond, license or other instrument or obligation to which Seller is now a party or by which Seller or any of its properties or assets is bound or affected; or (ii) violate any law, rule or regulation of any administrative agency or governmental body or any order, writ, injunction or decree of any court, administrative agency or governmental body. There are no consents, approvals or authorizations of or declarations, filings or registrations with any third parties or governmental or regulatory authorities required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except for the transfer of the Medical Device Act registration.

No Conflict with Other Instruments or Proceedings. Neither the execution and delivery of this Agreement, nor the performance or compliance with the terms and conditions hereof conflict with, or will result in a breach by Buyer of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon, any asset of Buyer pursuant to any of the terms, conditions or provisions of (i) the Certificate of Incorporation or Bylaws of Buyer, (ii) any material mortgage, deed of trust, lease, contract, agreement or other instrument to which Buyer is a party or by which Buyer may be bound or affected, or (iii) any writ, order, judgment, decree, statute, ordinance, regulation or any other restriction of any kind or character, to which Buyer is subject, or by which Buyer may be bound or affected.

No Conflict with Other Instruments or Proceedings. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated by this Agreement will not (i) contravene the Organizational Documents of Buyer or result in a Breach of any provision of, or constitute a default under, any Contract, except where the same has not had, and could not reasonably be expected to have, a Material Adverse Effect or (ii) violate any Legal Requirement or Order or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization applicable to Buyer.

No Conflict with Other Instruments or Proceedings. The execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement will not (a) result in the breach of any of the terms or conditions of, or constitute a default under Seller's corporate charter or bylaws or any contract, agreement, lease, commitment, indentury, mortgage, pledge, note, bond, license, or other instrument or obligation to which Seller is now a party or by which either Seller may be bound or affected; (b) violate any law, rule, or regulation of any administrative agency or governmental body or any order, writ, injunction, or decree of any court, administrative agency, or governmental body; (c) result in the imposition of any lien or encumbrance on any of the Purchased Assets; or (d) give rise to any right of first refusal or similar right to any third party with respect to any interest in any of the Purchased Assets.

No Conflict with Other Instruments or Proceedings. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (a) result in the breach of any of the terms or conditions of, or constitute a default under, the articles of organization or operating agreement or any charter document, contract, agreement, lease, commitment, indenture, mortgage, pledge, note, bond, license, or other instrument or obligation to which EMS or ▇▇▇▇▇▇▇▇▇ is now a party or by which EMS or ▇▇▇▇▇▇▇▇▇ or any of the properties or assets of EMS or ▇▇▇▇▇▇▇▇▇ may be bound or affected; (b) violate any law, rule, or regulation of any administrative agency or governmental body or any order, writ, injunction, or decree of any court, administrative agency, or governmental body; (c) result in the imposition of any lien or encumbrance on any of the Purchased Assets; (d) give rise to any right of first refusal or similar right to any third party with respect to any interest in any of the Purchased Assets; All consents, approvals, or authorizations of, or declarations, filings, or registrations with, any third parties or governmental or regulatory authorities required under any document or instrument listed in clause (a) in the immediately preceding sentence in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been obtained or made.

No Conflict with Other Instruments or Proceedings. Except as disclosed in Section 3.5 of the Disclosure Statement, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not (a) result in the breach of any of the terms or conditions of, or constitute a default under, Seller's Articles of Incorporation or Bylaws or any contract, agreement or other obligation to which Seller or a Shareholder is now a party or by which Seller or the Shareholders or any of Seller's properties or assets may be bound or affected; (b) violate any law, rule, or regulation, license, or permit promulgated or issued by any administrative agency or governmental body or any order, writ, injunction, or decree of any court, administrative agency, or governmental body; (c) result in the imposition of any tax, lien, or encumbrance on Seller or any of the assets of Seller; or (d) result in the acceleration of any of Seller's indebtedness or increase the rate of interest payable by Seller. There are no consents, approvals, or authorizations of, or declarations, filings, or registrations with, any third parties or governmental or regulatory authorities required of Seller or a Shareholder in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement.

No Conflict with Other Instruments or Proceedings. The execution and performance of this Agreement will not (a) result in a breach of or constitute a default under any agreement or obligation to which any of the Rugged Liner Companies or the Shareholders is now a party or by which they or any of their assets may be bound or affected; (b) result in the imposition of any tax or encumbrance on any of the Rugged Liner Companies or any of their assets; or (c) affect in any way the terms of any of the Rugged Liner Companies' indebtedness.