No Material Violation Clause Samples

The "No Material Violation" clause establishes that a party must not be in significant breach of any laws, regulations, or contractual obligations relevant to the agreement. In practice, this means that each party affirms it is in good standing and has not committed any serious legal or regulatory infractions that could impact the contract. This clause helps ensure that all parties are compliant and reduces the risk of unforeseen legal issues affecting the agreement's validity or performance.
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No Material Violation. The execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the Transactions will not: (i) violate any provision of the Articles of Incorporation or Bylaws (or comparable governing documents or instruments) of either Seller; (ii) except as set forth in Section 5.2.4 and subject to receipt of the FCC Approvals and PUC Approvals the parties contemplate obtaining pursuant to Sections 6.2.3 and 6.2.4 of this Agreement, violate any applicable Law issued, enacted, entered or deemed applicable by any Governmental Authority having jurisdiction over a Seller or any of the Transferred Assets; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of the Customer Contracts; or (iv) result in the creation or imposition of any Encumbrance on any of the Transferred Assets.
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No Material Violation. No Material Impairment. There is no provision of Operator's charter or bylaws, nor any existing statute, law, regulation, nor any material note, bond, resolution, indenture, agreement or instrument to which Operator is a party and which is enforceable against Operator which would be violated by or which would impair Operator's entry into this Agreement or the performance by Operator of its obligations hereunder in accordance with the terms hereof.
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No Material Violation. The Corporation is not in (i) violation or default of any provision of its Internal Documents; (ii) default or material violation of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; and/or (iii) default or material violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Corporation of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Corporation or any of its properties, as applicable. 无实质性违反。公司没有(i)违反或违背其内部文件的任一条款;(ii)违反或违背任何公司在其中作为一方当事人的或受到约束的或其财产受到约束的债券、合同、租赁合同、保证、契约、票据协议、贷款协议或其他协议、义务、条件、契约或融资工具的任何条款;和/或(iii)违反或违背对公司或其任何财产拥有管辖权的法庭、监管主体、管理机构、政府主体、仲裁机构或其他权力主体的适用于公司的的任何法规、法律、规则、条例、判决、法令。
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No Material Violation. The execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the Transactions do not and will not: (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws (or comparable governing documents or instruments) of Seller or any legally binding agreement to which Seller is a party to or by which any of the Transferred Assets are bound; (ii) except as set forth in Section 5.2.4 and subject to receipt of the FCC Approvals and PUC Approvals the parties contemplate obtaining pursuant to Sections 6.4.3 and 6.4.4 of this Agreement, violate any applicable Law issued, enacted, entered or deemed applicable by any Governmental Authority having jurisdiction over Seller or any of the Transferred Assets; or (iii) result in the creation or imposition of any Encumbrance on any of the Transferred Assets, except for any security interest delivered by Buyer to Seller pursuant to Section 1.3.
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No Material Violation. The execution and delivery by Sellers of the Transaction Documents and the consummation by Sellers of the Transactions will not: (i) violate any provision of the Articles of Incorporation or Bylaws (or comparable governing documents or instruments) of either Seller; (ii) violate any applicable Law issued, enacted, entered or deemed applicable by any Governmental Authority having jurisdiction over a Seller or any of the Transferred Assets; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of the Customer Contracts; or (iv) result in the creation or imposition of any Encumbrance on any of the Transferred Assets.
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No Material Violation. The execution and delivery by JQH Trust of this Agreement and the other agreements contemplated by this Agreement to be entered into by JQH Trust at Closing do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) conflict with, or result in any material violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under (i) any provision of the organizational documents of JQH Trust, or (ii) any order or law applicable to JQH Trust or the property or assets of JQH Trust or (b) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien, mortgage, pledge, security interest, claim or other type of charge or encumbrance of any kind ("Lien") upon any of the properties of JQH Trust under, any material contract to which JQH Trust is a party or by which it or any assets of it may be bound. No consent or approval is required to be obtained or made by or with respect to JQH Trust in connection with the consummation of the transactions contemplated hereby, other than the consent of the Lender that may be required under the Security Instrument and the Note. Immediately prior to the effective time of the Merger, the transactions contemplated by this Agreement will not result in a violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under the Indenture.
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Related to No Material Violation

  • No Material Default Neither the Seller nor any of its Affiliates is in material default under any agreement, contract, instrument or indenture of any nature whatsoever to which the Seller or any of its Affiliates is a party or by which it (or any of its assets) is bound, which default would have a material adverse effect on the ability of the Seller to perform under this Agreement, nor, to the best of the Seller's knowledge, has any event occurred which, with notice, lapse of time or both, would constitute a default under any such agreement, contract, instrument or indenture and have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement;

  • No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • No Material Litigation No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any Subsidiary or against any of its or their respective properties or revenues which could reasonably be expected to have a Material Adverse Effect.

  • No Material Misstatements (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning the Borrower, the Subsidiaries, the ADT Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Target on or prior to the Closing Date, to the Borrower’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto). (b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of the Borrower or any of its representatives and that have been made available to any Lenders or the Administrative Agent in connection with the ADT Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders. (c) As of the Eighth Amendment Agreement Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

  • No Material Change There has been no material adverse change in the business, operations, financial condition or assets of the Company since the date of the Company's most recent financial statements;