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The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares) will not conflict with or result in a breach by the Purchaser of, or constitute a default by the Purchaser under: # any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmental

The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares) will not conflict with or result in a breach by the Purchaser of, or constitute a default by the Purchaser under: # organizational documents, # any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over the Purchaser, except for such breach or default as would not adversely affect the ability of the Purchaser to perform its obligations under this Agreement.

No Conflicts. The executionexecution, delivery and deliveryperformance by the Buyer of this Agreement byAgreement, the Purchaserissuance and sale of the Shares and the consummation by it of the transactions contemplated hereinhereby and therein (including the purchasethereby do not and acceptancewill not # conflict with or violate any provision of the Shares) will notBuyer's certificate or articles of incorporation, bylaws or other organizational or charter documents, or # conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Buyer, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Buyer debt or otherwise) or other understanding to which the Buyer is a party or by which any property or asset of the Buyer is bound or affected, or # conflict with or result in a breach by the Purchaser of,violation of any law, rule, regulation, order, judgment, injunction, decree or constitute a default by the Purchaser under: #other restriction of any contract, agreementcourt or instrumentgovernmental authority to which the PurchaserBuyer is a partysubject (including federal and state securities laws and regulations), or by which any property or asset of the PurchaserBuyer is bound,bound or # any existing applicable law, rule, published regulation, judgment, order or decreeaffected; except in the case of any government, governmentaleach of [clauses (ii) and (iii)])].

The executionexecution, delivery and deliveryperformance of this Agreement and/or the Transaction Documents by the PurchaserBuyer and the consummation of the transactions contemplated herein and therein (includinghereby or thereby by the purchase and acceptance of the Shares)Buyer will not # violate, conflict withwith, or result in aany breach byof, any provision of the PurchaserBuyer’s articles of incorporation or bylaws; # violate, conflict with, result in any breach of, or constitute a default by the Purchaser under: #(or an event that, with notice or lapse of time or both, would constitute a default) under any contract, agreementcontract or instrumentjudgment to which the PurchaserBuyer is a party or by which the Purchaserit is bound,bound or # violate any existing applicable law, statute, rule, published regulation, judgment, orderordinance or decreeregulation of any government, governmental body.

No Conflict. The execution and delivery by the Purchaser of this Agreement does not, and the consummation by the Purchaser and the consummation of the transactions contemplated hereinhereby and therein (includingthereby will not (with or without the purchase and acceptancegiving of notice or the Shares) will notlapse of time or both), contravene, conflict with or result in a breach byor violation of, or a default under, # in any material respects, any judgment, order, decree, statute, rule, regulation or other law applicable to the Purchaser of, or constitute a default by the Purchaser under: # in any material respects, any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment,bound. No consent, approval, order or decreeauthorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery by the Purchaser of any government, governmentalthis Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby.

The execution and delivery

No Conflict. None of the execution, delivery, or performance of this Agreement by the PurchaserAgreement, and the consummation of the transactions contemplated herein and therein (including the purchase and acceptancehereby, conflicts or will conflict with, or (with or without notice or lapse of the Shares) will not conflict withtime, or both) result in a termination, breach by the Purchaser of, or constitute a default by the Purchaser under:violation of # any contract,instrument, contract or agreement or instrument to which the Purchaser is a party or by which the Purchaserhe is bound,bound; or # any existing applicablefederal, state, local or foreign law, rule, publishedordinance, judgment, decree, order, statute, or regulation, judgment, order or decreethat of any government,other governmental body or authority, applicable to Purchaser.

The execution and delivery of this Agreement by the Purchaser and the consummationperformance of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares)its obligations hereunder will not conflict with any provision of any law or regulation to which the Purchaser is subject, or conflict with, result in a breach by the Purchaser of, or constitute a default byunder, any of the Purchaser under: #terms, conditions or provisions of any contract,of the Purchaser’s organizational documents or any agreement or instrument to which the Purchaser is a party or by which the Purchaserit is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree applicable to the Purchaser, or result in the creation or imposition of any government, governmentallien on any of the Purchaser’s assets or property, in each case which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this Agreement;

No Conflicts. The execution and delivery of this Agreement and the other documents and agreements to be executed by the Purchaser andas contemplated hereunder, the consummation of the transactions contemplated hereinhereby or thereby, and therein (including the purchasecompliance with the terms and acceptance of the Shares)conditions hereof or thereof will not # contravene any provision of law to which Purchaser is subject or any statute, decree, rule, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction binding upon Purchaser or contravene any order or permit applicable to Purchaser; or # conflict with orwith, result in a breach by the Purchaser of, or constitute a default byunder, result in the Purchaser under: #acceleration of any obligation under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any agreement, contract, agreementlease, license, instrument, or instrumentother arrangement to which the Purchaser is a party or by which the Purchaserit is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmentalbound.

The executionexecution, delivery and deliveryperformance of this Agreement and each Ancillary Agreement by the Purchaser do not and the consummation of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares) will not # violate or conflict with the organizational documents of Purchaser, # conflict with or violate any Law applicable to Purchaser, or # result in aany breach by the Purchaser of, or constitute a default by(or event that, with the Purchaser under: #giving of notice or lapse of time, or both, would become a default) under, or give to others any contract, agreementrights of termination, amendment, acceleration or instrumentcancellation of any contracts to which the Purchaser isor its Affiliates are a party or by which the Purchaser is bound,party, or # any existing applicable law, rule, published regulation, judgment, order or decreeresult in the creation of any government, governmentalencumbrance on the Share Consideration;

Section # No Conflicts; Consents. The executionexecution, delivery, and deliveryperformance by the Purchaser of this Agreement by the PurchaserAgreement, and the consummation of the transactions contemplated hereinhereby, do not and therein (including the purchase and acceptance of the Shares) will notnot: # conflict with or result in a violation or breach by the Purchaser of, or constitute a default by the Purchaser under: #under, any contract,provision of its operating agreement or instrumentother organizational documents of the Purchaser; # conflict with or result in a violation or breach of any provision of Law or Governmental Order applicable to the Purchaser; or # require the consent, notice, or other action by any Person under any Contract to which the Purchaser is a partyparty. No consent, approval, Permit, Governmental Order, declaration, or filing with, or notice to, any Governmental Authority is required by whichor with respect to the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment, order or decreein connection with the execution and delivery of any government, governmentalthis Agreement and the consummation of the transactions contemplated hereby.

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