Common use of No Conflict with Other Instruments or Proceedings Clause in Contracts

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.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sterion Inc)

No Conflict with Other Instruments or Proceedings. The Except as disclosed in Schedule 2.10 of the Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not not: (ai) result in the breach of any of the terms or conditions of, or constitute a default under, Seller's corporate charter the Articles of Incorporation or bylaws, the Bylaws of Seller or any material contract, agreement, lease, commitment, indenture, mortgage, pledge, note, bond, license, license or other instrument or obligation of Seller and to which Seller is now a party or by which the Purchased Assets Seller or the Business any of Seller's properties or assets may be bound or affected; or (bii) violate any law, rule, rule or regulation of any administrative agency or governmental body or any order, writ, injunction, injunction or decree of any court, administrative agency, 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 indebtednessbody. All consents, approvals, approvals or authorizations of, or declarations, filings, 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 and the consummation of the transactions contemplated by this Agreement are listed on set forth in Schedule 2.10 of the Disclosure Schedule. Seller shall obtain or make, as applicable, all such consents, approvals, authorizations, declaration, filings and registrations before the Closing Date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Communications Instruments Inc)

No Conflict with Other Instruments or Proceedings. The Except as disclosed in Schedule 2.10 of the Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not not: (ai) result in the breach of any of the terms or conditions of, or constitute a default under, Seller's corporate charter the Certificate of Incorporation or bylaws, the Bylaws of Seller or any material contract, agreement, lease, commitment, indenture, mortgage, pledge, note, bond, license, license or other instrument or obligation which relates in any manner to the Purchased Assets or the Relay Business and to which Seller is now a party or by which Seller or any of the Purchased Assets or the Business may be bound or affected; or (bii) violate any law, rule, rule or regulation of any administrative agency or governmental body or any order, writ, injunction, injunction or decree of any court, administrative agency, 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 indebtednessbody. All consents, approvals, approvals or authorizations of, or declarations, filings, 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 and the consummation of the transactions contemplated by this Agreement are listed on set forth in Schedule 2.10 of the Disclosure ScheduleSchedule and shall be obtained prior to the Closing Date.

Appears in 1 contract

Sources: Asset Purchase Agreement (Kilovac International Inc)