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.
Appears in 2 contracts
Sources: Acquisition Agreement, Acquisition Agreement (Great American Group, Inc.)