Grouped Into 26 Collections of Similar Clauses From Business Contracts
This page contains No Conflict clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
No Conflict. The execution, delivery and performance of the Transaction Documents by Company, the issuance and sale of the Shares and the consummation by Company of the other transactions contemplated thereby do not and will not (a) conflict with or violate any provision of Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) 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 Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing Company or Subsidiary debt or otherwise) or other understanding to which Company or any Subsidiary is a party or by which any property or asset of Company or any Subsidiary is bound or affected, (c) conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Company or a Subsidiary is subject (including U.S. federal and state securities laws and regulations), or by which any property or asset of Company or a Subsidiary is bound or affected, or (d) conflict with or violate the terms of any material agreement by which Company or any Subsidiary is bound or to which any property or asset of Company or any Subsidiary is bound or affected; except in the case of each of clauses (b), (c) and (d), such as would not reasonably be expected to result in a Material Adverse Effect.View More
No Conflict. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents by Company, to which it is a party, the issuance and sale of the Shares Securities and the consummation by Company it of the other transactions contemplated hereby and thereby do not and will not (a) (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) or (ii) conf...lict 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 Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, (c) or (iii) subject to the Required Approvals, conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including U.S. federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, or (d) conflict with or violate the terms of any material agreement by which Company or any Subsidiary is bound or to which any property or asset of Company or any Subsidiary is bound or affected; except in the case of each of clauses (b), (c) (ii) and (d), (iii), such as would could not have or reasonably be expected to result in a Material Adverse Effect. 2 5. Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filing with the Commission of the Prospectus Supplement and (ii) such filings as are required to be made under applicable state securities laws (collectively, the "Required Approvals"). View More
No Conflict. The execution, delivery and performance of the Transaction Documents by Company, the issuance and sale of the Shares and the consummation by Company of the other transactions contemplated thereby do not and will not (a) conflict with or violate any provision of Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) 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 Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing Company or Subsidiary debt or otherwise) or other understanding to which Company or any Subsidiary is a party or by which any property or asset of Company or any Subsidiary is bound or affected, (c) conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Company or a Subsidiary is subject (including U.S. federal and state securities laws and regulations), or by which any material property or asset of Company or a Subsidiary is bound or affected, or (d) conflict with or violate the terms of any material agreement by which Company or any Subsidiary is bound or to which any property or asset of Company or any Subsidiary is bound or affected; except in the case of each of clauses (b), (c) and (d), such as would not reasonably be expected to result in a Material Adverse Effect. 3 4. Litigation. Except as set forth in the Public Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending, threatened, or, to the knowledge of Company, contemplated against or affecting Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action"), which would reasonably be expected to adversely affect or challenge the legality, validity or enforceability of any of the Transaction Documents or the issuance, listing, trading, or resale of any Shares on the Trading Market. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Company or any Subsidiary under the Exchange Act or the Act. View More
No Conflict. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents by Company, Documents, the issuance and sale of the Shares Securities and the consummation by Company it of the other transactions contemplated hereby and thereby to which it is a party, do not and will not (a) not: (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, ...(b) (ii) 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 Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, (c) or (iii) conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including U.S. federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected, affected. 6 5. Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or (d) conflict order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with or violate the terms execution, delivery and performance by the Company of any material agreement by which Company or any Subsidiary is bound or the Transaction Documents, other than: (i) the filing of Form D with the Commission, (ii) such filings as are required to which any property or asset of Company or any Subsidiary is bound or affected; except in the case of each of clauses (b), (c) be made under applicable state securities laws, and (d), (iii) such as would not reasonably may be expected required but which have been obtained prior to result in a Material Adverse Effect. the Closing (collectively, the "Required Approvals"). View More
No Conflict. The Employee represents and warrants that the Employee's execution of this Agreement, his employment with the Company, and the performance of his proposed duties under this Agreement shall not violate any obligations he may have to any former employer or other party, including any obligations with respect to proprietary or confidential information or intellectual property rights of such party.
No Conflict. The Employee Executive represents and warrants that the Employee's Executive's execution of this Agreement, his her employment with the Company, and the performance of his her proposed duties under this Agreement shall not violate any obligations he she may have to any former employer or other party, including any obligations with respect to proprietary or confidential information or intellectual property rights of such party or require the consent or approval of any third party.
No Conflict. The Employee represents and warrants that the Employee's execution of this Agreement, his Employee's employment with the Company, and the performance of his Employee's proposed duties under this Agreement shall not violate any obligations he Employee may have to any former employer or other party, including any obligations with respect to proprietary or confidential information or intellectual property rights of such party.
No Conflict. The Executive represents and warrants to the Company that he is not a party to or bound by agreement, understanding or arrangement with any other person or entity or any other agreement which would prevent or limit his ability to enter into this Agreement or perform his obligations hereunder.
No Conflict. The Executive represents and warrants to the Company that he se is not a party to or bound by agreement, understanding or arrangement with any other person or entity or any other agreement which would prevent or limit his her ability to enter into this Agreement or perform his her obligations hereunder.
No Conflict. The Executive Atkinson represents and warrants to the Company that he is not a party to or bound by agreement, understanding or arrangement with any other person or entity or any other agreement which would prevent or limit his ability to enter into this Agreement or perform his obligations hereunder.
No Conflict. The Executive represents and warrants to the Company and the Seller that he is they are not a party to or bound by any agreement, understanding or arrangement with any other person or entity or any other agreement which would prevent or limit his their ability to enter into this Agreement or perform his their obligations hereunder.
No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive's responsibilities for the Employer, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer or induce the Employer to use any confidential or proprietary information or material belonging to any previous employe...r or others.View More
No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive's responsibilities for the Employer, Company, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer Company or induce the Employer Company to use any confidential or proprietary information or material belongin...g to any previous employer or others. View More
No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive's responsibilities for the Employer, Company, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer Company or induce the Employer Company to use any confidential or proprietary information or material belongin...g to any previous employer or others. View More
No Conflict. The Executive represents and warrants that the Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing the Executive from carrying out the Executive's responsibilities for the Employer, Employers, or which is in any way inconsistent with the terms of this Agreement. The Executive further represents and warrants that the Executive shall not disclose to the Employer Employers or induce the Employer Employers to use any confidential or proprietary in...formation or material belonging to any previous employer or others. View More
No Conflict. The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not conflict with or result in a violation or breach of, or constitute (with or without the giving of notice or the lapse of time or both) a default under any contract, agreement or understanding, whether oral or written, to which the Executive is a party or by which the Executive is bound and that there are no restrictions, covenants, agreements or limitations ...on the Executive's right or ability to enter into and perform the terms of this Agreement, and the Executive agrees to indemnify and save the Company harmless from any liability, cost or expense, including attorney's fees, based upon or arising out of any breach of this Section 10.View More
No Conflict. The Executive Employee represents and warrants to the Company that the execution, delivery and performance by the Executive him of this Agreement do does not conflict with with, or result in in, a violation or breach of, or constitute (with or without the giving of notice or the lapse of time or both) a default under any contract, agreement or understanding, whether oral or written, to which the Executive he is a party or by which the Executive he is bound and that there are no restrictions, cov...enants, agreements or limitations on the Executive's his right or ability to enter into and perform the terms of this Agreement, and the Executive Employee agrees to indemnify and save hold the Company harmless from any liability, cost or expense, including attorney's fees, based upon or arising out of any breach of this Section 10. View More
No Conflict. The Executive represents and warrants to the Company that the execution, delivery and performance by the Executive of this Agreement do not conflict with or result in a violation or breach of, or constitute (with or without the giving of notice or the lapse of time or both) a default under any contract, agreement or understanding, whether oral or written, to which the Executive is a party or by which the Executive is bound and that there are no restrictions, covenants, agreements or limitations ...on the Executive's right or ability to enter into and perform the terms of this Agreement, and the Executive agrees to indemnify and save the Company harmless harm from any liability, cost cost, or expense, including attorney's fees, based upon or arising out of any breach of this Section 10. 8. 7 9. Waiver. The waiver by either party of any breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by such party. No person acting other than pursuant to a resolution of the Company shall have authority on behalf of the Company to agree to amend, modify, repeal, waive or extend any provision of this Agreement. View More
No Conflict. Executive hereby represents and warrants that he is under no conflicting duty or contractual or other legal obligation that would prevent him from executing this Agreement or performing the duties of President and CEO of the Company.
No Conflict. Executive hereby represents and warrants that he she is under no conflicting duty or contractual or other legal obligation that would prevent him her from executing this Agreement or performing the duties of President and CEO of the Company. President, North America Region.
No Conflict. I have not and will not make, any agreement, that is in conflict with this Agreement or my employment with Vroom. I will not violate any agreement with, or the rights of, any third party. When acting within the scope of my employment (or otherwise on behalf of Vroom), I will not use or disclose my own or any third party's confidential information or intellectual property (collectively, "Restricted Materials"), except as expressly authorized by the Company in writing. I have not retained anything... containing or reflecting any confidential information of a prior employer or other third party.View More
No Conflict. I have not made and will agree not make, to make any agreement, oral or written, that is in conflict with this Agreement or my employment with Vroom. the Company. I will not violate any agreement with, with or the rights of, of any third party. When acting within the scope of my employment (or otherwise on behalf of Vroom), the Company), I will not use or disclose my own or any third party's patty's confidential information or intellectual property (collectively, "Restricted Materials"), Restric...ted Materials), except as expressly authorized by the Company in writing. Further, I have not retained anything containing or reflecting any confidential information of a prior employer or other third party. party, whether or not created by me. View More
No Conflict. You represent to the Company that your performance of all the terms of this agreement will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this agreement. In addition, as we have advised you, you are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or ...proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary Information belonging to third parties. Also, as we have advised you, we expect you to abide by your obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any nonsolicitation obligation expires.View More
No Conflict. You understand and agree that by accepting this offer of employment, you represent to the Company that your performance of all the terms of this agreement will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this agreement. In addition, as we have advised you, you are letter agreement or the Company's policies. You wil...l not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity third party with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary Information information belonging to third parties. Also, as we have advised you, we We also expect you to abide by your any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any nonsolicitation non-solicitation obligation expires. expires.11.At-Will Employment. Your employment with the Company will be on an "at-will" basis, meaning that: (i) either you or the Company may terminate your employment at any time, with or without cause or advance notice, without further obligation or liability other than as expressly set forth in this letter agreement, (ii) the Company reserves the right to modify or amend the terms of your employment at any time at its sole discretion with reasonable advance notice, subject to the provisions of this letter agreement, and (iii) this policy of at-will employment shall reflect the entire agreement and may only be modified in an express written agreement signed by an appropriate officer of the Company. View More
No Conflict. You represent to the Company that your performance of all the terms of this letter agreement will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this agreement. In addition, as we have advised you, you are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confident...ial or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information and we will assist you in any way possible to preserve and protect the confidentiality of proprietary Information information belonging to third parties. Also, as we have advised you, we expect You hereby agree that any service by you to abide by your obligations to refrain from soliciting any person employed by on an outside corporate board (public or otherwise associated with any former employer and suggest that you refrain from having any contact with such persons until such time as any nonsolicitation obligation expires. private) or committee will require the prior approval of the Company's Board of Directors. View More
No Conflict. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this offer letter.
No Conflict. You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing (or that purports to prevent) you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this offer letter.
No Conflict. None of the offering and issuance by the Partnership of the Units being delivered at the Closing Time, the execution, delivery and performance of the Underwriting Agreement by the StoneMor Entities that are parties thereto, or the consummation of the transactions contemplated thereby (including the use of the proceeds from the issuance of the Units as described in the General Disclosure Package or the Prospectus, under the caption "Use of Proceeds"), will conflict with, result in a breach, defau...lt or violation or imposition of any lien, charge or encumbrance upon any property or assets of the StoneMor Entities pursuant to, (i) the Local Operating Corporation Charter Documents or Local Operating LLC Charter Documents, (ii) any agreement, lease or other instrument described in the Officer's Certificate (excluding the General Partner Operating Agreement, the Partnership Agreement, the Operating Company Operating Agreement and the Indenture dated as of May 28, 2013 by and among the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee) to which any of the StoneMor Entities or their properties are bound, (iii) any order, judgment, decree or injunction known to us of any court or governmental agency or body of the United States, the States of Delaware, Florida or New Jersey, or the Commonwealth of Pennsylvania, to which any of the StoneMor Entities or any of their properties is subject, or (iv) laws generally applicable to the operation of cemeteries and funeral homes ("Applicable Laws") of the States of Delaware, Florida or New Jersey, or the Commonwealth of Pennsylvania (other than any federal or state securities or "Blue Sky" laws or broker/dealer laws of the foregoing jurisdictions, as to which we express no opinion), which breaches, violations or defaults, in the case of clauses (ii), (iii) or (iv), would reasonably be expected to have a Material Adverse Effect or materially impair the ability of the StoneMor Entities, taken as a whole, to perform their obligations under the Underwriting Agreement.View More
No Conflict. None of the offering and issuance by the Partnership Issuers of the Units Notes being delivered at the Closing Time, the execution, delivery and performance of the Underwriting Agreement Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes by the StoneMor Entities that are parties thereto, or the consummation of the transactions contemplated thereby (including the use of the proceeds from the issuance of the Units Notes as described in the General Disclosure Package... or the Prospectus, Final Offering Memorandum under the caption "Use of Proceeds"), will conflict with, result in a breach, default or violation (and no event has occurred that, with notice or lapse of time or otherwise, would constitute such an event) or imposition of any lien, charge or encumbrance upon any property or assets of the StoneMor Entities pursuant to, (i) the Local Operating Corporation Charter Documents or Local Operating LLC Charter Documents, (ii) any agreement, lease or other instrument described set forth in Annex II to the Officer's Certificate (excluding the General Partner Operating Agreement, the Partnership Agreement, the Operating Company Operating Agreement and the Indenture dated as of May 28, 2013 by and among the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee) Certificate, to which any of the StoneMor Entities or their properties are may be bound, (iii) any order, judgment, decree or injunction known to us of any court or governmental agency or body of the United States, the States of Delaware, Florida or Florida, New Jersey, or the Commonwealth of Pennsylvania, Pennsylvania to which any of the StoneMor Entities or any of their properties is subject, or (iv) laws generally applicable to the operation of cemeteries and funeral homes ("Applicable Laws") Law") of the United States or the States of Delaware, Florida or Florida, New Jersey, or the Commonwealth of Pennsylvania (other than any federal or state securities laws or "Blue Sky" laws or broker/dealer laws of the foregoing jurisdictions, as to which we express no opinion), which conflicts, breaches, violations violations, defaults or defaults, liens, in the case of clauses (ii), (iii) or (iv), would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability Effect. None of the performance of the Purchase Agreement, Registration Rights Agreement, the Indenture or the Notes by the StoneMor Entities, taken Entities (except for the Partnership and Operating Company, as to which we express no opinion) that are parties thereto, or the consummation of the transactions contemplated thereby will conflict with or result in a whole, to perform breach, default or violation of their obligations under the Underwriting Agreement. certificate of limited partnership, limited partnership agreement, certificate of formation, operating or limited liability company agreement, certificate or articles of incorporation or bylaws, as applicable. View More
