No Conflict. Except as set forth on [Schedule 4.1.1], neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Company will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party or the consummation by the Company of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.
No Conflict. Except as set forth on [Schedule 4.1.1], neither the execution and delivery of this Agreement orby the Sellers nor the execution and delivery of the Ancillary Agreements to which the Company isSellers are a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the CompanySellers will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, in any material respect, or result in a material default or require notice under, or give any Person the right to exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or materially modify any Material Contract, or # result in the imposition or creation of any EncumbranceLien upon or with respect to any of the material assets owned, leased or licensed by the Company. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Company isSellers are a party or the consummation by the CompanySellers of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.thereby.
No Conflict. Except as set forth on [Schedule 4.1.1], neither. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which the CompanyBuyer is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the CompanyBuyer will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company,Buyer, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the CompanyBuyer is subject, or # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, orunder any material Contract to acceleratewhich the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company.Buyer is subject. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the CompanyBuyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the CompanyBuyer is a partyparty, or the consummation by the CompanyBuyer of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.thereby.
No Conflict. Except as set forth on [Schedule 4.1.1], neither. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which the CompanyBuyer is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the CompanyBuyer will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company,Buyer, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the CompanyBuyer is subject, or # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, orunder any material contract to acceleratewhich the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company.Buyer is subject. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the CompanyBuyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the CompanyBuyer is a partyparty, or the consummation by the CompanyBuyer of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.thereby.
No Conflict. Except as set forth on [Schedule 4.1.1], neither. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements to which the CompanyBuyer is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the CompanyBuyer will # contravene, conflict with, or result in a violation of or default underunder, any provision of the Organizational Documents of the Company,Buyer, # contravene, conflict with, or result inin, a violation ofof, or default underunder, any Legal Requirement or any Order to which the CompanyBuyer is subject, including any applicable anti-money laundering (or similar) Legal Requirements, or # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modifymodify, any Material Contract, or # result inmaterial Contract to which the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company.Buyer is subject. No action, consent, approval, orderOrder or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the CompanyBuyer in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the CompanyBuyer is a partyparty, or the consummation by the CompanyBuyer of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.thereby.
No Conflict. Except as set forth on [Schedule 4.1.1], neitherNeither the execution and delivery of this Agreement or the Ancillary Agreements to which the CompanySeller is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the CompanySeller will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which Seller or the Company isSubject Securities are subject, # assuming all Consents are obtained, violate or conflict with, or result in a default under, any contract by which the Seller or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract,Subject Securities are bound, or # result in the imposition or creation of any Encumbrance upon or with respect to anythe Subject Securities; except in the case of clauses (a) and (b), which would not have a material adverse effect on Sellers ownership and ability to transfer the material assets owned, leased or licensed by the Company.Subject Securities. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the CompanySeller in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the CompanySeller is a party or the consummation by the Company of anySeller of the transactions contemplated hereby or therebyhereby: except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.
No Conflict. Except as set forth on [Schedule 4.1.1], neitherNeither the execution and delivery of this Agreement or the Ancillary Agreements to which the Companysuch Seller is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Companysuch Seller will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which such Seller or the Company isSubject Securities owned by such Seller are subject, # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Personmaterial Contract by which the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract,Subject Securities owned by such Seller are bound, or # result in the imposition or creation of any EncumbranceLien upon or with respect to any of the material assets owned, leased or licensedSubject Securities owned by the Company.such Seller. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Companysuch Seller in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Companysuch Seller is a party or the consummation by the Company of anysuch Seller of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.
No Conflict.Non-Contravention. Except as set forth on [Schedule 4.1.1]3.6], neither the executionexecution, delivery and deliveryperformance of this Agreement or theany Ancillary Agreements to which the Company is a partyDocuments by any Seller Party, nor the consummation or performance of any of the transactions contemplated hereunderhereby or thereunder by the Companythereby, will # contravene,violate or conflict with, or result in a violation of or default under any provision of the OrganizationalGoverning Documents of the Company, # contravene,violate or conflict with,with any applicable Law or result in a violation of or default under any Legal Requirement or any Order to which the Company isor any Seller, their respective assets or the Purchased Shares are bound or subject, # assuming all Consents are obtained, violatewith or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration of any obligation or result in a default or require noticeloss of a material benefit under, or give rise to any Personobligation of the rightCompany or any Seller to exercisemake any remedypayment under, or to accelerate the maturityincreased, additional, accelerated or performance of,guaranteed rights or to cancel, terminate or modify any Material Contract, or # result in the imposition or creationentitlements of any Encumbrance upon or with respect toPerson under, any of the material assets owned, leasedterms, conditions or licensed by the Company. No action, consent, approval, orderprovisions of any Contract, agreement, or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreementsother commitment to which a Seller or the Company is a party or by which a Seller or the consummation byCompany, their respective assets or the Purchased Shares may be bound, # result in the imposition of a Lien (other than a Permitted Lien) on any Purchased Shares or any assets of the Company or # require any filing with, or Permit, consent or approval of, or the giving of any of the transactions contemplated herebynotice to, any Governmental Authority or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.Person.
No Conflict.Conflicts; Consents. Except as set forth onin [Schedule 4.1.1], neither3] of the executionDisclosure Schedules, the execution, delivery and deliveryperformance by [[Organization A:Organization]] of this Agreement orand the Ancillary Agreementsother Transaction Documents to which the Companyit is a party norparty, and the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Companyhereby and thereby, do not and will not: # contravene, conflict with, or result in a violation of or default underbreach of any provision of the Organizational Documentscertificate of the Company,incorporation or by-laws of [[Organization A:Organization]]; # contravene, conflict with, or result in a violation or breach of any provision of any Law or Governmental Order applicable to [[Organization A:Organization]], the Business or the Purchased Assets; or # require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or givethe acceleration of any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # resultAssumed Contract; except in the impositioncases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or creation offailure to give notice would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Encumbrance uponGovernmental Authority is required by or with respect to any of the material assets owned, leased or licensed by the Company. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company[[Organization A:Organization]] in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the Ancillary Agreements to which the Company is a party or the consummation by the Company of any of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participationnotices which, in the transactions contemplated hereby.aggregate, would not have Material Adverse Effect.
No Conflict. Except as set forth on [Schedule 4.1.1], neither the executionSECTION # Noncontravention. The execution, delivery and deliveryperformance of this Agreement orand the Ancillary Agreements by Seller does not, and, subject to whichSeller obtaining the Company is a party norSellers Required Consents, the consummation or performance of anyby Seller of the transactions contemplated hereunder or thereunder by the Companyhereby and thereby will not # contravene, conflict with,violate or result in a violationany breach of (with or default underwithout notice or lapse of time, or both) any provision of # the Organizational Documents of Seller, # except for matters set forth in Section 3.04 of the Company, # contravene, conflict with,Seller Disclosure Letter, any Material Contract or Permit to which Seller is a party or by which any of the Acquired Assets are bound, or result in a violation ofthe termination or default underacceleration thereof, or entitle any Legal Requirementparty to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or indebtedness thereunder, or give any party thereunder any increased, additional, accelerated or guaranteed rights or entitlements, or give any party the right to Consent thereunder, or # any Law or Order to which the CompanySeller is subject, # assuming all Consents are obtained, violatesubject or conflict with,by which any Acquired Asset is bound or result in a default or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract,affected, or # result in the imposition or creation of any Encumbrance uponLien upon, or with respect to, any material Acquired Assets; except, in the case of clauses (a)(ii), (a)(iii) or (b), as would not, individually or in the aggregate, # be material to anythe ownership or operation of the Facility or # reasonably be expected to result in a material assets owned, leasedadverse effect on Sellers ability to perform its obligations hereunder or licensed by the Company. No action, consent, approval, orderthereunder or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party or the consummation by the Company of any ofconsummate the transactions contemplated herebyhereunder or thereby except those that may be required solely by reason of Buyers (as opposed to any other third partys) participation in the transactions contemplated hereby.thereunder.
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