Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Buyer Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Buyer Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Buyer Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, is a party or by which the Buyers or any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, Companies is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Buyer Ancillary Documents by Sellerthe Buyers, or the consummation of the transactions contemplated by this Agreement or the Seller Buyer Ancillary Documents by Sellerthe Buyers.

Absence of Restrictions and Conflicts. None of (a) the execution and execution, delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs. Except for the Required Consents and (i) the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the BuyersBuyer) (the “Bank of America Consent”) and (ii) the consent of Buyer, in its capacity as lender to Sunrise of Xxxx Xxxxx (the “Buyer Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 5.3, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC either Member or any of the Subject Companies, either Principal is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Seller, either Member, either Principal or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC either Member or any of the Subject Companieseither Principal. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller, either Member or any other party either Principal is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, either Member or either Principal, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by SellerSeller or such Member or Principal.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 5.3, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or any of the Advantage Reimbursement Performed Contracts, or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any either of the Subject Companies, Shareholders is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Seller, either of the Shareholders or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any either of the Subject CompaniesShareholders. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller or any other party either of the Shareholders is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by SellerSeller or either of the Shareholders, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by SellerSeller or either of the Shareholders.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in SCHEDULE 3.3, the execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Company Ancillary Documents either do not and will not (xas the case may be), (a) conflicts conflict with or results result in any breach of any term or provision of the formation documents articles of Seller or, to the knowledge of Seller, UPREIT LLC organization or any operating agreement of the Subject CompaniesCompany, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Contract or result in the creation of any Lien on any of the Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Company is a party or by which any of their its properties or assets may be is bound, (c) or (z) violates violate any judgment, decree or order of any Governmental Authority (as defined belowhereinafter defined) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Company is a party or by which Seller the Company or any of their respective its properties is bound or (d) any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesCompany. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)as set forth in Schedule 3.3, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of (a "GOVERNMENTAL AUTHORITY") with respect to the United States, any foreign country Company or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Principal Member is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents by Seller, the Company or any Principal Member or the consummation of the transactions contemplated by this Agreement or the Seller Company Ancillary Documents by Sellerthe Company or any Principal Member, other than any such consent, approval, order, authorization, registration, declaration or filing that is obtained or made on or before Closing or the failure to obtain or made would not reasonably be expected to have a Material Adverse Effect on the Company.

Absence of Restrictions and Conflicts. None of (a) the execution and execution, delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Buyer Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Buyer Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which Buyer or any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject Companies, LPs is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs. Except for (i) the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”Consent and (ii) the Buyer Consent (which Buyer Consent is hereby granted by Buyer), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, in connection with the execution, delivery or performance of this Agreement or the Seller Buyer Ancillary Documents by SellerBuyer, or the consummation of the transactions contemplated by this Agreement or the Seller Buyer Ancillary Documents by SellerBuyer.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either by the Shareholders, the LP and the LLC do not or will not (x) conflicts as the case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates (a) violate or conflicts with, constitutes conflict with or constitute a breach of or default under any term or provision of the articles or certificate of incorporation, bylaws, limited partnership agreement, operating agreement or similar document of any of the Companies, the LP or the LLC or any Fiduciary Document, (or gives rise b) except as set forth on SCHEDULE 2.5 to any right of terminationthe Disclosure Letter, amendment or cancellation) under, results result in the loss of any benefit under or permits in the creation of any Lien under, permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel any of the termsmaterial Company Contract (as hereinafter defined) or any other material contract, conditions or provisions of any agreement, permit, franchise, license, note, bond, mortgage, indenture, lease, license, contract, agreement lease or other obligation instrument or arrangement applicable to the Companies or the Sellers, (c) violate or conflict with or constitute a breach of or default under any judgment, decree or order of any federal, state, local or foreign governments or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign ("GOVERNMENTAL ENTITY") to which Seller or, to the knowledge of Seller, UPREIT LLC Companies or any of the Subject Companies, Sellers is a party or by which any of them or their respective properties or assets may be bound, are bound or (zd) violates any judgment, decree or order of any Governmental Authority subject to the Qualifications (as defined below) to which Seller orin Section 2.13), to the knowledge of Seller, UPREIT LLC violate or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or conflict with any statute, law, rule rule, regulation, ordinance, writ, judgment, decree, order or regulation other requirement (collectively, "LAWS") of any Governmental Entity applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesCompanies or the Sellers. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Entity is required to be obtained by Seller or, with respect to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, the LP, the Shareholders, UGI or the LLC in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, or the consummation of the transactions contemplated hereby and thereby except as required by this Agreement or the Seller Ancillary Documents by SellerXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and, with respect to CFI and CFINJ, various state laws regulating pharmacies.

Absence of Restrictions and Conflicts. None of (a) Assuming the execution consents and delivery of this Agreement filings referenced in Section 4.5(b) and Section 4.5(c) are obtained prior to the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedClosing, the execution, delivery and performance of this Agreement Agreement, and the Seller Principal Shareholder Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Principal Shareholder Ancillary Documents to which such Closing Date Principal Shareholder is a party and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Principal Shareholder Ancillary Documents either to which such Closing Date Principal Shareholder is party by such Closing Date Principal Shareholder do not or will not (x) conflicts as the case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts withviolate, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any substantial benefit under or permits under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, result in the creation or imposition of, or afford any Person the right to obtain, any Liens upon any Outstanding Shares such Closing Date Principal Shareholder owns (or upon any revenues, income or profits of the Shareholder therefrom) under or require that the Surviving Company offer to purchase or redeem any of its securities under, (a) any term or provision of the termsconstituent or charter documents of such Party, conditions or provisions of (b) any note, bond, mortgagemortgage or indenture, indenturecontract, agreement, lease, sublease, license, contractpermit, agreement franchise, instrument to which such Party is a party or by which such Party may be bound or (c) any Applicable Laws or any judgment, decree, order, injunction, award or ruling of any federal, state, county, provincial, municipal, local, other government, domestic or foreign, or any court, tribunal, administrative or regulatory agency or commission or other obligation governmental entity, ministry, department, authority or agency, domestic or foreign (each a “Governmental Entity” and, collectively, the “Governmental Entities”) or arbitration panel to which Seller such Party is a party or by which such Party or any of its assets or properties are bound; other than, in the case of clause (b) or (c) above, any breach of said clause (b) or (c) that individually or in the aggregate, would not prevent such Party from entering into this Agreement or consummating the transactions contemplated hereby. No actions, suits or proceedings are pending or, to the knowledge of Sellersuch Closing Date Principal Shareholder, UPREIT LLC threatened to which the Closing Date Principal Shareholder is or may become a party which (i) involves the validity or enforceability of any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of Closing Date Principal Shareholder’s obligations under this Agreement or the Seller any Principal Shareholder Ancillary Documents by Seller, Document or (ii) seeks (A) to prevent or delay the consummation by the Closing Date Principal Shareholder of the transactions contemplated by this Agreement or the Seller any Principal Shareholder Ancillary Documents by SellerDocument or (B) damages in connection with any such consummation.