Non-Contravention. Except as set forth on [Schedule 3.6], neither the execution, delivery and performance of this Agreement or any Ancillary Documents by any Seller Party, nor the consummation of the transactions contemplated hereby or thereby, will # violate or conflict with, any provision of the Governing Documents of the Company, # violate or conflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with 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 loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller or the Company is a party or by which a Seller or the Company, 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 notice to, any Governmental Authority or other Person.
Non-Contravention. Except as set forth on [Schedule 3.6], neitherNeither the execution,execution and delivery and performance of this Agreement or any Ancillary DocumentsDocument by any Sellera Buyer Party, nor the consummation of the transactions contemplated hereby or thereby, will # violate or conflict with,with or (with or without notice or the passage of time or both) constitute a breach or default under # any provision of the Governing Documents of the Company,either Parent or Buyer, # violate or conflict with any applicable Law or Order to which the CompanyBuyer Parties or any Seller,of their respectivebusiness or assets or the Purchased Shares are bound or subject,subject or # withany Contract or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give risePermit to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under,which any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller or the CompanyBuyer Parties is a party or by which a Sellerthe Buyer Parties or the Company,any of their respective assets or the Purchased Sharesproperties may be bound, # resultbound or affected, other than, in the impositioncases of [clauses (a) through (c)], such violations and conflicts which would not reasonably be expected to have 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 notice to, any Governmental Authority or other Person.Buyer Party Material Adverse Effect.
Non-Contravention. Except as set forth on [Schedule 3.6], neither. Neither the execution, delivery and performance of this Agreement or anythe Ancillary Documents by any Seller Party, nor the consummation by Seller of the transactions contemplated hereby or thereby,thereby will # conflict with, violate or result in any breach of the terms, conditions or provisions of Sellers articles of incorporation or by-laws, as amended and as currently in place, # conflict with, any provision of the Governing Documents of the Company, # violate or conflict withresult in any applicable Lawbreach of, or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or(or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Personacceleration) under, any of the terms, conditions or provisions of any Contract, agreement, lease, instrument, obligation, understanding or other commitmentarrangement to which a Seller or the Company is a party or by which a Seller or any of the Company, their respective assets or the Purchased SharesProperty may be bound,bound or subject, except for such defaults (or rights of termination, cancellation or acceleration), as to which requisite waivers or consents have been obtained or are to be obtained as contemplated herein, # result in the imposition of a Lien (other than a Permitted Lien) onviolate any Purchased Sharesstatute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Seller or by which any of its properties or assets of the Companymay be bound or subject, or # require any filingfiling, declaration or registration with, or Permit,permit, consent or approval of, or the giving of any notice to, any Governmental Authorityperson or other Person.entity, including any public, governmental or regulatory body, agency or authority.
Non-Contravention.No Conflict. Except as set forth on [Schedule 3.6]4.1.1], neither the execution,execution and delivery and performance of this Agreement or anyby the Sellers nor the execution and delivery of the Ancillary Documents by any Seller Party,Agreements to which the Sellers are a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Sellers 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 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 Lien upon or with respect to any of the 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 Sellers are a party or the consummation by the Sellers of any of the transactions contemplated hereby or thereby, will # violate or conflict with, any provision of the Governing Documents of the Company, # violate or conflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with 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 loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller or the Company is a party or by which a Seller or the Company, 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 notice to, any Governmental Authority or other Person.thereby.
Non-Contravention. Except as set forth on [Schedule 3.6], neither theNoncontravention. The execution, delivery and performance by the Seller of this Agreement or any Ancillary Documents by any Seller Party, norand the consummation of the transactions contemplated herebyhereby, do not and shall not # conflict with or thereby, will # violate or conflict with, any provision of the Governing Documents of the Company, # violate or conflict withits constitutional documents, any applicable Law or any Governmental Order to which the CompanySeller is subject or # conflict with, result in any Seller, their respective assetsbreach of or the Purchased Shares are bound or subject, # withcreation of an Encumbrance under, constitute a default (with or without giving notice or the lapse of timetime, or both, breachboth) under, require any notice or conflict with, constitute or create a defaultconsent under, or give rise to others any rightrights of termination, acceleration or cancellation or acceleration ofof, any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitmentContract to which athe Seller or the Company is a party or by which a Sellerit is bound or the Company, their respectiveto which any of its assets or the Purchased Shares may be bound, # resultproperties are subject, other than, in the impositioncase of a Lien (other than a Permitted Lien) on# above, any Purchased Sharessuch conflicts, breaches, defaults, accelerations or any assets ofrights that would not materially impair or delay the CompanySeller’s ability to perform its obligations under this Agreement or # require any filing with, or Permit, consent or approval of, orto consummate the giving of any notice to, any Governmental Authority or other Person.transactions contemplated hereby and thereby.
Non-Contravention. Except as set forth on [Schedule 3.6], neither. Neither the execution, delivery andor performance of this Agreement or anythe Ancillary Documents by any Seller Party, nor the consummation by Buyer of the transactions contemplated hereby or thereby,thereby will # conflict with, violate or result in any breach of the terms, conditions or provisions of Buyers governing documents, as amended and as currently in place, # conflict with, any provision of the Governing Documents of the Company, # violate or conflict withresult in any applicable Lawbreach of, or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or(or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Personacceleration) under, any of the terms, conditions or provisions of any Contract, agreement, lease, instrument, obligation, understanding or other commitmentarrangement to which a Seller or the CompanyBuyer is a party or by which a Seller or the Company, their respective assets or the Purchased SharesBuyer may be bound,bound or subject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, # result in the imposition of a Lien (other than a Permitted Lien) onviolate any Purchased Sharesstatute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Buyer or by which any of its properties or assets of the Companymay be bound or subject, or # require any filingfiling, declaration or registration with, or Permit,permit, consent or approval of, or the giving of any notice to, any Governmental Authorityperson or other Person.entity, including any public, governmental or regulatory body, agency or authority.
Non-Contravention.No Conflict. Except as set forth on [Schedule 3.6]4.1.1], neither the execution,execution and delivery and performance of this Agreement or anythe Ancillary Documents by any Seller Party,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, will # violate or conflict with, any provisionthereby except those that may be required solely by reason of the Governing Documents of the Company, # violate or conflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give riseBuyers (as opposed to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller or the Company is a party or by which a Seller or the Company, their respective assets or the Purchased Shares may be bound, # resultthird partys) participation 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 notice to, any Governmental Authority or other Person.transactions contemplated hereby.
Non-Contravention. Except as set forth on [Schedule 3.6], neither theSECTION # Noncontravention. The execution, delivery and performance of this Agreement or anyand the Ancillary DocumentsAgreements by any Seller Party, nordoes not, and, subject to Seller obtaining the Sellers Required Consents, the consummation by Seller of the transactions contemplated hereby or thereby,and thereby will not # contravene, violate or conflict with,result in any breach of (with or without notice or lapse of time, or both) any provision of # the GoverningOrganizational Documents of Seller, # except for matters set forth in Section 3.04 of the Company, # violateSeller Disclosure Letter, any Material Contract or conflict with any applicable Law or OrderPermit to which Seller is a party or by which any of the CompanyAcquired Assets are bound, or any Seller, their respective assets orresult in the Purchased Shares are bound or subject, # with 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, cancellationtermination or acceleration ofthereof, or entitle any party to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or result in a loss of a material benefit under,indebtedness thereunder, or give rise to any obligation of the Company orparty thereunder any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements ofentitlements, or give any Person under,party the right to Consent thereunder, or # any of the terms, conditionsLaw or provisions of any Contract, agreement, or other commitmentOrder to which a Seller or the Company is a partysubject or by which a Sellerany Acquired Asset is bound or the Company, their respective assetsaffected, or the Purchased Shares may be bound, # result in the imposition or creation of aany Lien (other than a Permitted Lien) onupon, or with respect to, any Purchased Sharesmaterial Acquired Assets; except, in the case of clauses (a)(ii), (a)(iii) or any assets(b), as would not, individually or in the aggregate, # be material to the ownership or operation of the CompanyFacility or # require any filing with,reasonably be expected to result in a material adverse effect on Sellers ability to perform its obligations hereunder or Permit, consentthereunder or approval of,to consummate the transactions contemplated hereunder or the giving of any notice to, any Governmental Authority or other Person.thereunder.
Non-Contravention. Except as set forthprovided on [Schedule 3.6]5.5], neither the execution, delivery and performance of this Agreement and/or any Ancillarythe Transaction Documents by any Seller Party, northe Company and the consummation of the transactions contemplated hereby or thereby,and thereby will not: # violate orviolate, conflict with, or result in any breach of, or constitute a default under, any provision of the Governing DocumentsCompany’s articles of the Company,incorporation or by-laws; # violateviolate, conflict with, result in any breach of, or conflictconstitute a default (or an event that, with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with,would constitute or create a default under, or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Persondefault) under, any of the terms, conditionscontract or provisions of any Contract, agreement, or other commitmentjudgment to which a Seller or the Company is a party or by which a Sellerit is bound or which relates to the Company, their respective assetsCompany’s business or the Purchased Shares may be bound,assets; # result in the impositioncreation of a Lien (other than a Permitted Lien)any encumbrance, security interest, mortgage, lien, charge, option, license, adverse claim or restriction of any kind on any Purchased Shares or anyof the assets of the Company or upon any Shares or other securities of the Company; # requireviolate any filing with,applicable law, statute, rule, ordinance or Permit, consent or approval of, or the givingregulation of any notice to,governmental body; # give any Governmental Authorityparty with rights under any contract, judgment or other Person.restriction to which the Company is a party or by which it is bound, the right to terminate, modify or accelerate any rights, obligations or performance under such contract, judgment or restriction; # result in the creation of any lien or encumbrance upon the assets of the Company, or upon any Shares or other securities of the Company; or # invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of the Company.
Non-Contravention. Except as set forth on [Schedule 3.6], neitherNeither the execution,execution and delivery and performance of this Agreement or any Ancillary Documents by any Seller Party, nor its performance and the consummation of the transactions contemplated hereby or thereby, will # violate or be in conflict with, any provision of the Governing Documents of the Company, # violate or conflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, #constitute a default (or an event which, with or without givingdue notice or the lapse of timetime, or both, breach or conflict with,would constitute or create a defaultdefault) under, or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under,the modification or give rise to any obligationtermination of, or cause or permit the acceleration of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlementsmaturity of any Person under, any of the terms, conditionsdebt, obligation, contract or provisions of any Contract, agreement,commitment or other commitmentagreement to which a Seller or the Company is a party or by which a Sellerit or the Company, their respective assets or the Purchased SharesAssets may be bound,bound; # result in the creation or imposition of a Lien (other than a Permitted Lien) on any Purchased Sharesmortgage, pledge, lien, security interest, encumbrance, restriction, charge or limitation of any kind, upon the Assets or Seller; or # violate any statute or law or any assets of the Companyjudgment, decree, order, regulation or # require any filing with, or Permit, consent or approval of, or the givingrule of any notice to, any Governmental Authoritycourt or other Person.governmental authority applicable to Seller.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.