Consents and Conflicts. Except as set forth on Schedule 4.14 to the Disclosure Letter, the execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby:
Consents and Conflicts. No consent or approval of any person, entity, or governmental authority is required with respect to the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated hereby or the performance by Purchaser of its obligations under this Agreement except for such consents as shall be obtained by Purchaser prior to the Closing.
Consents and Conflicts. Except for those that will have been obtained at or prior to the Closing and that will be effective at the Closing, no actions, consents, approvals or orders of, or filings or registrations with, any governmental authorities or third parties are required in connection with the execution, delivery, or performance by the Company of the Company Transaction Documents. Neither the execution and delivery of the Company Transaction Documents by the Company nor the performance by the Company of its obligations thereunder will: (i) violate or conflict with any of the terms, conditions, or provisions of the certificate of incorporation or bylaws of the Company currently in effect or in effect at the Closing; (ii) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions, or provisions of any documents, agreements, or other instruments to which the Company or any of its subsidiaries are a party or by which the Company or any of its subsidiaries are bound or to which any of the Company's or its subsidiaries' assets are subject; (iii) violate any applicable state, federal, foreign or local law, statute, ordinance, or regulation (collectively, the "Law"); (iv) violate any judgment, writ, injunction, order, or ruling of any court or state, federal, foreign or local governmental authority (collectively, the "Order") binding on the Company or any of its subsidiaries; or (v) result in the creation or imposition of any Encumbrance upon the Senior Preferred Stock to be issued under this Agreement.
Consents and Conflicts. (a) Buyer is not required to obtain the consent of any person or provide notice to any person in connection with the execution and delivery of this Agreement, the compliance with any provision hereof or the performance of the Contemplated Transaction.
Consents and Conflicts. No consent or approval of any Person, entity, or governmental authority is required with respect to the execution and delivery of this Agreement by Seller and Operating Tenant or to authorize the consummation by Seller and Operating Tenant of the transactions contemplated hereby or the performance by Seller and Operating Tenant of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller and Operating Tenant and the consummation of the transactions contemplated hereby by Seller and/or Operating Tenant (i) will not violate any provision of the Seller’s or Operating Tenant’s organizational or governing documents; (ii) will not violate any Laws; (iii) will not result in the creation or imposition of any lien or encumbrance on the Hotel or any portion thereof; and (iv) is not prohibited by or otherwise violates any material agreement to which Seller or Operating Tenant is a party or may be bound which would restrict or adversely affect Seller’s or Operating Tenant’s ability to consummate the transactions contemplated by this Agreement.
Consents and Conflicts. No actions, consents, approvals or orders of, or filings or registrations with, any governmental authorities or third parties are required in connection with the execution, delivery, or performance by such Seller of the Seller Transaction Documents. Neither the execution and delivery of the Seller Transaction Documents by such Seller nor the performance by such Seller of its obligations thereunder will: (i) violate or conflict with any of the terms, conditions, or provisions of the organizational and other governing charter documents of such Seller currently in effect or in effect at the Closing; (ii) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions, or provisions of any documents, agreements, or other instruments to which such Seller is a party or by which such Seller is bound or to which any of such Seller's assets are subject; (iii) violate any Law; (iv) violate any Order binding on such Seller; or (v) result in the creation or imposition of any Encumbrance upon the Senior Preferred Stock to be sold under this Agreement.
Consents and Conflicts. The execution, delivery and performance by each REIT Owner and the Rockpoint Class B Preferred Holder of this Agreement and each Rockpoint Closing Document, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (1) result in a violation or breach of any provision of the limited partnership agreement, certificate of incorporation, bylaws, limited liability company agreement, certificate of formation, and/or any other formation, organizational, operating or governing document (in each case, as amended and/or restated, the “Organizational Documents”), as applicable, of any of the REIT Owners, the Rockpoint Class B Preferred Holder, any Rockpoint REIT or the Rockpoint Class A Preferred Holder; (2) result in a violation or breach of any provision of any law or governmental order applicable to any of the REIT Owners, the Rockpoint Class B Preferred Holder, any Rockpoint REIT or the Rockpoint Class A Preferred Holder; (3) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which any REIT Owners, the Rockpoint Class B Preferred Holder, any Rockpoint REIT or the Rockpoint Class A Preferred Holder is a party or to which its directly owned assets are subject; or (4) result in the creation upon the REIT Interests, the Class A Units or the Class B Units of any Encumbrances; except, solely in respect of the REIT Owners and the Rockpoint Class B Preferred Holder, in the cases of clause (3) or clause (2) above, where the violation, breach, conflict, default, acceleration or failure to give notice, obtain consent or take other action would not have a material adverse effect on such Party’s ability to consummate the transactions contemplated hereby, and except, in the case of clause (3) above, for any consents, notices or actions that have been or will be duly and timely obtained, given or taken as required. No consent, approval, permit, governmental order, declaration or filing with, or notice to any governmental authority is required by or with respect to the REIT Owners or the Rockpoint Class B Preferred Holder in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby other than any that have been or will be duly and timely obtained, received, made or filed as required.
Consents and Conflicts. The execution, delivery and performance by VRLP, the General Partner and the Partnership of this Agreement and each Veris Closing Document, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (1) result in a violation or breach of any provision of the Organizational Documents of VRLP, the General Partner or the Partnership; (2) result in a violation or breach of any provision of any law or governmental order applicable to VRLP, the General Partner or the Partnership; or (3) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which VRLP, the General Partner, the Partnership or any subsidiary is a party, except in the cases of this clause (3) or clause (2) above, where the violation, breach, conflict, default, acceleration or failure to give notice, obtain consent or take other action would not have a material adverse effect on such Party’s ability to consummate the transactions contemplated hereby, and except, in the case of clause (3) above, for any consents, notices or actions that have been or will be duly and timely obtained, given or taken as required. No consent, approval, permit, governmental order, declaration or filing with, or notice to any governmental authority is required by or with respect to VRLP or the General Partner in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby other than any that have been or will be duly and timely obtained, received, made or filed as required.
Consents and Conflicts. Except for those that will have been obtained at or prior to the Closing and that will be effective at the Closing, no actions, consents, approvals or orders of, or filings or registrations with, any governmental authorities or third parties are required in connection with the execution, delivery, or performance by the Company, Osprey or Videoware, as applicable, of the Company Transaction Documents. Neither the execution and delivery of the Company Transaction Documents by the Company, Osprey and Videoware nor the performance by each of the Company, Osprey and Videoware of its obligations thereunder will: (i) violate or conflict with any of the terms, conditions, or provisions of the certificate of incorporation or bylaws of the Company, Osprey or Videoware currently in effect or in effect at the Closing; (ii) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions, or provisions of any documents, agreements, or other instruments to which the Company or any of its subsidiaries are a party or by which the Company or any of its subsidiaries are bound or to which any of the Company’s or its subsidiaries’ assets are subject; (iii) violate any applicable state, federal, foreign or local law, statute, ordinance, or regulation (collectively, the “Law”); or (iv) violate any judgment, writ, injunction, order, or ruling of any court or state, federal, foreign or local governmental authority (collectively, the “Order”) binding on the Company or any of its subsidiaries.
Consents and Conflicts. No actions, consents, approvals or orders of, or filings or registrations with, any governmental authorities or third parties are required in connection with the execution, delivery, or performance by Axxxxxxx of the Axxxxxxx Transaction Documents. Neither the execution and delivery of the Axxxxxxx Transaction Documents by Axxxxxxx nor the performance by Axxxxxxx of its obligations thereunder will: (i) violate or conflict with any of the terms, conditions, or provisions of the organizational and other governing charter documents of Axxxxxxx currently in effect or in effect at the Closing; (ii) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions, or provisions of any documents, agreements, or other instruments to which Axxxxxxx is a party or by which it is bound or to which any of its assets is subject; (iii) violate any Law; or (iv) violate any Order binding on Axxxxxxx.
