Sale Will Not Cause Default Clause Samples
The "Sale Will Not Cause Default" clause ensures that the act of selling an asset or interest does not trigger a default under any related agreements or obligations. In practice, this means that the seller represents and warrants that the sale itself will not violate loan covenants, contractual restrictions, or other legal commitments that could result in penalties or acceleration of debt. This clause is crucial for providing assurance to the buyer that the transaction will not inadvertently create legal or financial complications, thereby facilitating a smoother transfer and reducing the risk of post-sale disputes.
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Sale Will Not Cause Default. Neither the execution and delivery of this --------------------------- Agreement, or other agreements and instruments contemplated hereby, nor the completion of the purchase and sale contemplated herein will:
(a) violate any of the terms and provisions of the constating documents or bylaws or articles of the Vendor, or any resolution of directors or shareholders of the Vendor, or any order, decree, statute, by-law, regulation, covenant, restriction applicable to the Vendor or any of the Assets;
(b) give any person the right to terminate, cancel or remove any of the Assets, save to the extent that the consent of third parties is required to assign the Material Contracts, or
(c) result in any encumbrance on any of the Assets;
(d) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia social services tax and goods and services tax payable by the Purchaser in connection with the purchase and sale.
Sale Will Not Cause Default. Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated by this Agreement will:
(i) violate any of the terms and provisions of the constating documents or bylaws or articles of the Vendor, or any order, decree, statute, bylaw, regulation, covenant, restriction applicable to the Vendor or the Claims;
(ii) give any person the right to terminate, cancel or otherwise deal with the Claims; or
(iii) result in any fees, duties, taxes, assessments or other amounts relating to the Claims becoming due or payable other than tax payable by the Purchaser in connection with the purchase and sale;
Sale Will Not Cause Default. Neither the execution nor delivery of this Agreement, nor the completion of the purchase and sale contemplated by this Agreement will violate any of the terms and provisions of the constating documents or bylaws or articles of the Seller, or any order, decree, statute, bylaw, regulation, covenant, restriction applicable to the Seller or the Intellectual Property.
Sale Will Not Cause Default. Neither the execution and delivery of this Agreement nor the completion of the purchase and sale contemplated by this Agreement will:
(a) violate any of the terms and provisions of the memorandum or articles of the Vendor, or any order, decree, statute, by-law, regulation, covenant or restriction applicable to the Vendor or any of the Assets;
(b) give any person the right to terminate, cancel or remove any of the Assets, except to the extent that the consents of the other parties to the Material Contracts are required to assign the Material Contracts; or
(c) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable by the Purchaser in connection with the purchase and sale.
Sale Will Not Cause Default. Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated by this Agreement will:
(a) violate any of the terms and provisions of any order, decree, statute, bylaw, regulation, covenant, restriction applicable to the Vendor or any of the Assets;
(b) give any person the right to terminate, cancel or remove any of the Assets, save to the extent that the consent of the third parties is required to assign the Leasehold Property and the Material contracts; or
(c) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable by the Purchaser in connection with the purchase and sale.
Sale Will Not Cause Default. To each Seller’s Knowledge, neither the execution and delivery of this Agreement, nor the completion of the Contemplated Transactions, will violate any of the terms and provisions of any Governing Documents of any Seller who is an entity, or any order, decree, statute, regulation, covenant, or restriction applicable to any Seller.
Sale Will Not Cause Default. To the best of Seller's information, knowledge and belief, neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated herein, will:
(a) violate any of the terms and provisions of any order, decree, statute, bylaw, regulation, covenant, or restriction applicable to the Seller or any of the Assets;
(b) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than sales tax payable by Purchaser in connection with the purchase and sale.
Sale Will Not Cause Default. Neither the signing nor delivery of this Agreement, nor the completion of the purchase and sale contemplated in this Agreement, will:
(a) violate any of the terms and provisions of the Vendor's Memorandum or Articles, or any judgment, order, decree, statute, by-law, regulation, covenant, restriction, or any Material Contract or agreement applicable to the Vendor or any of the Assets (subject to the obligation to obtain consents, if any, in the Material Contracts);
(b) give any person the right to terminate, cancel, or remove any of the Assets, save to the extent that the consent of third parties is required to assign the Material Contracts; or
(c) result in any fees, duties, taxes, assessments, or other amounts relating to any of the Assets becoming due or payable other than provincial social services tax and goods and services tax payable by the Purchaser in connection with the purchase and sale.
Sale Will Not Cause Default. Neither the execution and delivery of this Agreement nor the completion of the purchase and sale contemplated by this Agreement will:
a) violate any of the terms and provisions of the notice of articles or articles of the Vendor, or any order, decree, statute, by-law, regulation, covenant or restriction applicable to the Vendor or any of the Assets; or
b) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due or payable other than British Columbia Social Service Tax payable by the Purchaser in connection with the purchase and sale.
Sale Will Not Cause Default. To the Purchaser’s Knowledge, neither the execution and delivery of this Agreement or the other applicable Transaction Documents, nor the completion of the Contemplated Transactions, will:
(a) violate any of the terms and provisions of the Governing Documents of the Purchaser, or any order, decree, statute, bylaw, regulation, covenant, or restriction applicable to the Purchaser; or
(b) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract.