Contravention. Seller is not prohibited from consummating the transactions contemplated by this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment.
Contravention. Manhattan has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Manhattan and the consummation by Manhattan of the transactions contemplated hereby have been duly authorized by the Board of Directors of Manhattan and, except for approval of this Agreement and the Merger by the requisite vote of Manhattan's stockholders (the "Requisite Manhattan Stockholder Vote"), no other corporate proceedings on the part of Manhattan are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Manhattan and, assuming it is a valid and binding obligation of Atlantic and MPAC, constitutes a valid and binding obligation of Manhattan enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Schedule 3.2, Manhattan is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Manhattan or the Surviving Company. Except for (a) approvals under applicable Blue Sky laws, (b) the filing of the Certificate of Merger with the Secretary of State of Delaware, and (c) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Manhattan for the consummation by Manhattan of the transactio...
Contravention. Notwithstanding anything elsewhere herein contained, should the rental payable or any sum or sums payable by the Lessee hereunder not be paid on due date, or should the Lessee in any other respect contravene any one or more of the provisions of this lease or the House Rules of the Building, or fail in the observance of any one or more of the provisions of this lease or the House Rules of the Building, the Lessor shall, notwithstanding any prior waiver on his part of any of his rights hereunder and without prejudice to any other rights which he may have according to law, immediately and without prior notice, be entitled to cancel this lease and to obtain repossession of the Premises and for that purpose to take whatever action may be necessary for the ejectment of the Lessee and/or any other occupant thereof. The Lessor’s rights in terms of this clause shall be without prejudice to any claim he may have for rental already due and for such further damages as the Lessor may sustain by reason of the Lessee’s breach of this lease.
Contravention. Neither the execution, delivery and performance of any Transaction Agreement to which he is party nor the consummation of the transactions contemplated hereby or thereby will (with or without notice or lapse of time or both) (a) violate any law, rule or regulation by which the Seller or any of its properties may be bound or affected, or (b) conflict with or result in a default under any material contract or other material agreement to which the Seller is a party or by which it or any of its properties may be bound or affected.
Contravention. Neither (a) the certificate of incorporation, by-laws or other Constituent Documents of the Borrower, (b) any provision of any existing material mortgage, trust deed, contract, license, franchise, concession or agreement or any other material contractual obligation by which the Borrower or any of its Subsidiaries or any of their property or assets is bound, nor (c) any Law, regulation, judgment, injunction or other Order or award of any judicial, administrative, governmental or other authority or of any arbitrator binding on the Borrower or any of its Subsidiaries, conflicts or would conflict with or be contravened in any respect by the execution and delivery of the Loan Documents or would conflict with or be contravened by the Borrower’s or its Subsidiaries’ performance or observance of any of its obligations under the Loan Documents, except, in the case of clauses (b) and (c) above, for any such conflict or contravention that could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.
Contravention. Except as set forth on Schedule 4.6(a), ------------- --------------- neither the execution and delivery of this Agreement or the other Seller Documents nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or By-Laws of the Company or any of its Subsidiaries, (ii) require any consent, approval or notice under or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or increase the obligations or decrease the rights) under, any terms, conditions or provisions of any Contract, (iii) violate Applicable Law or the terms of any Permit or Order with respect to the Company or any of its Subsidiaries or (iv) result in the creation of any Lien upon the properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii), (iii) and (iv), for such violations, Liens, breaches or defaults as would not, individually or in the aggregate, result in a Material Adverse Effect. Except as set forth on Schedule 4.6(b), other than any filing required under the HSR Act, neither the --------------- Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect.
Contravention. The execution, delivery and performance by the Borrower of this ------------- Agreement, the Notes and the other Loan Documents (i) are within the Borrower's powers as a corporation or limited liability company, as the case may be, (ii) have been duly authorized by all necessary organizational action, (iii) require no action by or in respect of or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the Borrower's organizational documents or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
Contravention. The execution and delivery by the Company of the Financing Documents did not and will not, the issuance and sale by the Company of the Notes will not, and the consummation of the transactions contemplated hereby and thereby will not, contravene or constitute a default under or violation of (i) any provision of applicable law or 21 regulation, (ii) any Company Corporate Document or (iii) any judgment, injunction, order or decree or any material agreement or other instrument binding upon the Company or any of its Subsidiaries or any of their respective assets, or, except as contemplated by the Collateral Documents, result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.
Contravention. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not contravene or constitute a default under or violate (i) any provision of applicable law or regulation the violation of which would have a material adverse effect on Borrower or on the Loan Documents, (ii) the Articles of Incorporation or Bylaws of Borrower, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon Borrower or any of its assets or properties, the violation of which would have a material adverse effect on Borrower or result in the creation or imposition of any lien on any asset of Borrower or on the Loan Documents.
Contravention. Nothing contained herein shall be construed as altering, amending or vacating the provisions of the Code of Fairfax County, Virginia, which shall have full force and effect on all property subject to this Supplementary Declaration.
