Transfer In Violation of Laws or Contracts Sample Clauses

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Transfer In Violation of Laws or Contracts. If and to the extent that the valid, complete and perfected transfer or assignment to Buyer of any of the Purchased Assets would be a violation of applicable laws or require any third-party approval or Governmental Approval, then, unless the parties shall otherwise determine, the transfer or assignment to or from the Buyer, as the case may be, of such Transferred Assets shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such third-party approval or Governmental Approvals have been obtained. Notwithstanding the foregoing, such asset shall still be considered a Transferred Asset for purposes of determining whether any liability is a Transferred Liability; provided, however, that if such third-party approvals or Governmental Approvals have not been obtained within six months after the date hereof, the parties shall use their reasonable commercial efforts to achieve an alternative solution in accordance with the parties' intentions.
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Related to Transfer In Violation of Laws or Contracts

  • No Violation of Laws or Agreements The execution, delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated hereby and thereby, will not, (a) contravene any provision of the charter, bylaws or any other organizational documents of Parent or either Seller, or (b) except as set forth on Schedule 2.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Purchased Assets or give to others any interests or rights therein under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, contract, plan, permit or other agreement or commitment, oral or written, to which Parent or either Seller is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Purchased Assets may be bound or affected (including without limitation any agreement or instrument pertaining to Debt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any arbitrator or Governmental Entity or any applicable Law to which Parent, either Seller or the Purchased Assets is subject.

  • Violation of Laws If the Property is not in material compliance with Legal Requirements, Lender may impose additional requirements upon Borrower in connection herewith including, without limitation, monetary reserves or financial equivalents.

  • No Violation of Laws The making of the Loans and the issuance of the Letters of Credit shall not contravene any Law applicable to any Loan Party or any of the Banks.

  • Transfers in Violation of Agreement Any Transfer or attempted Transfer of any Carried Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Carried Shares as the owner of such equity for any purpose.

  • Violation of Law No change shall have occurred after the date of this Agreement in any applicable Law that makes it a violation of Law for (a) Owner, any Applicable Pass Through Trustee, Subordination Agent or Mortgagee to execute, deliver and perform the Operative Agreements to which any of them is a party or (b) any Applicable Pass Through Trustee to make the loan contemplated by Section 2.1, to acquire an Equipment Note or to realize the benefits of the security afforded by the Trust Indenture.