Violations and Defaults Clause Samples

Violations and Defaults. Seller is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) could constitute a violation of or default under (i) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority related to the Leases or other Assets, or (ii) any Lease, Easement, Permit or Contract.
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Violations and Defaults. (a) The Corporation is not in violation or default of any provisions of its original articles of incorporation, Series A Certificate of Designation, Series B Certificate of Designation or Bylaws. The Corporation is not in violation or default of any provision of federal or state statute, rule or regulation applicable to the Corporation, the violation of which would reasonably be expected to have a Material Adverse Effect, or of any judgment, order, writ, or decree. The execution, delivery and performance of the Transaction Agreements by the Corporation and the consummation of the transactions contemplated hereby or thereby by the Corporation will not result in any such violation or be in conflict with or constitute, with or without the passage of time and/or giving of notice, either a default under any such provision, judgment, order, writ, decree or contract or statute, rule or regulation or an event which results in the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Corporation. (b) The execution, delivery and performance of the Transaction Agreements by the Corporation and the consummation of the transactions contemplated hereby or thereby by the Corporation will not, with or without the passage of time and/or giving of notice, violate or constitute a breach of or a default under any agreement, contract, instrument, note, indenture, mortgage or lease to which the Corporation is a party or by which the Corporation is bound or constitute an event which results in the creation of any lien, charge or encumbrance upon any assets of the Corporation.
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Violations and Defaults. None of the execution, delivery or performance by any member of the Seller Group of this Agreement, or any of the other agreements contemplated by this Agreement, the consummation of the transactions contemplated hereby or thereby or compliance by any member of the Seller Group with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, amendment, suspension, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Seller Group Party to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrances upon any of the properties or assets of any Seller Group Party under, any provision of (i) the organizational documents of any Seller Group Company, (ii) any Contract or Permit to which any Seller Group Party is a party or by which any of the properties or assets of any Seller Group Party are bound, (iii) any Order applicable to any Seller Group Party or any of the properties or assets of any Seller Group Party or (iv) any applicable Law, except in the case of clauses (ii), (iii) or (iv) above for such conflicts, violations, defaults, rights, obligations, losses, payments, entitlements or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Seller Material Adverse Effect.
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Violations and Defaults. All obligations and liabilities: (i) resulting from any violation by Seller of any statute, law, rule, regulation, ordinance or order, judgment, decree, writ or injunction; (ii) under an agreement that result from any breach or default (or event that with notice or lapse of time would constitute a breach or default) by Seller under such agreement; or (iii) that arise out of or constitute damages to Buyer as the result of a breach of any representation or warranty provided by Seller in connection with this Agreement;
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Violations and Defaults. The Company is not in violation of, or in default under, any term or provision of (i) its Certificate of Incorporation and By-Laws, (ii) any indenture, mortgage, contract, commitment or other agreement or instrument to which it is a party or by which it or any of its properties or business is or may be bound or subject, except for such defaults, if any, that would not have a material adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company, or (iii) any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, having jurisdiction over the Company or of any of its respective properties or businesses. The Company owns, possesses or has obtained all governmental and other licenses, permits, certifications, registrations, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business as currently conducted and described in the Information Package, and all such licenses, permits, certifications, registrations, approvals, consents and other authorizations are outstanding and in good standing. There are no proceedings pending or, to the best of the Company's knowledge, threatened, nor is there any basis therefor, seeking to cancel, terminate or limit such licenses, permits, certifications, registrations, approvals or consents or authorizations.
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Violations and Defaults. None of the execution, delivery or performance by Parent, Merger Sub I or Merger Sub II of this Agreement, or any of the other agreements contemplated by this Agreement, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by Parent, Merger Sub I or Merger Sub II with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, amendment, suspension, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of Parent, Merger Sub I or Merger Sub II to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Encumbrances upon any of the properties or assets of Parent, Merger Sub I or Merger Sub II under, any provision of (i) the organizational documents of Parent, Merger Sub I or Merger Sub II, (ii) any Contract or Permit to which Parent, Merger Sub I or Merger Sub II is a party or by which any of the properties or assets of Parent, Merger Sub I or Merger Sub II are bound, (iii) any Order applicable to Parent, Merger Sub I or Merger Sub II or any of the properties or assets of Parent, Merger Sub I or Merger Sub II or (iv) any applicable Law, except in the case of clauses (ii), (iii) or (iv) above for such conflicts, violations, defaults, rights, obligations, losses, payments, entitlements or Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect.
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Violations and Defaults. Seller is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) could constitute a violation of or default under (a) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority related to the Assets, or (b) any Lease, Easement, Permit or Contract. Exhibit D contains a list of all Contracts. With respect to the Contracts: (i) all Contracts are in full force and effect and are the valid and legally binding obligations of the parties thereto and are enforceable in accordance with their respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and similar laws affecting creditor’s rights generally, and by general equitable principles; (ii) Seller is not in breach or default of any of its obligations under any Contract; and (iii) neither Seller nor, to the best of Seller’s knowledge, any other party to any Contract has given or threatened to give notice of any action to terminate, cancel, rescind or procure a judicial reformation of any Contract or any provision thereof.
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Violations and Defaults. Except as set forth in Schedule 5.08 attached hereto, Seller is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) could constitute a violation of or default under (i) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority related to the Assets, or (ii) any Lease, Easement, Permit or Contract.
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Related to Violations and Defaults

  • Absence of Violations and Defaults Neither the Company nor any of the Subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, each as amended or supplemented from time to time, (B) in default under any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect.

  • Breach and Default 7.6.1 No Breach of this Agreement shall exist where such failure to discharge an obligation (other than the payment of money) is the result of a Force Majeure Event or the result of an act or omission of the other Parties. Upon a Breach, the non-breaching Party shall give written notice of such Breach to the Breaching Party. Except as provided in article 7.6.2, the Breaching Party shall have 60 calendar days from receipt of the Breach notice within which to cure such Breach; provided however, if such Breach is not capable of cure within 60 calendar days, the Breaching Party shall commence such cure within 20 calendar days after notice and continuously and diligently complete such cure within six months from receipt of the Breach notice; and, if cured within such time, the Breach specified in such notice shall cease to exist. 7.6.2 If a Breach is not cured as provided in this article, or if a Breach is not capable of being cured within the period provided for herein, a Default shall exist and the non-defaulting Parties acting together shall thereafter have the right to terminate this Agreement, in accordance with article 3.3 hereof, by written notice to the defaulting Party at any time until cure occurs, and be relieved of any further obligation hereunder and, whether or not those Parties terminate this Agreement, to recover from the defaulting Party all amounts due hereunder, plus all other damages and remedies to which they are entitled at law or in equity. The provisions of this article shall survive termination of this Agreement. 7.6.3 In cases where the Interconnection Customer has elected to proceed under Section 32.3.5.3 of the SGIP, if the Interconnection Request is withdrawn or deemed withdrawn pursuant to the SGIP during the term of this Agreement, this Agreement shall terminate.

  • BREACH AND DEFAULT PROVISIONS ▇▇▇▇▇ is expected to fully and timely comply with all of its IA obligations.

  • No Defaults; Violations No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

  • Waiver of Defaults and Events of Default (a) The Noteholders of at least a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default and its consequences except an Event of Default (i) in the payment of principal of or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders. (b) Upon any such waiver, such Default or Event of Default will be deemed not to have occurred for every purpose of this Indenture. No such waiver will extend to any other Default or Event of Default or impair any right relating to any other Default or Event of Default.