NON-CONTRAVENTION definition

NON-CONTRAVENTION. Except as set forth in Schedule B.06 of the Disclosure Schedule, the execution, delivery and performance by the Seller of this Agreement, the Supply Agreement, the Interim Services Agreement, the CE Facility Lease and the Sanders Sublease, and the consummation of the Contemplated Transactions, xx xxx and will not (i)(A) contravene or conflict with the charter (or certificate of incorporation, as the case may be) or bylaws of the Seller or CE, (B) assuming compliance with the matters referred to in Section B.05, contravene or conflict with or constitute a violation of any provisions of any Applicable Law, rule, regulation, judgment, injunction, order or decree binding upon or applicable to the Business; (C) assuming compliance with the matters referred to in Section B.05, constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit relating to the Business to which the Seller or CE is entitled under any provision of any Contract, agreement or other instrument binding upon the Seller or CE, or by which any of the assets of CE is or may be bound, except, in the case of clauses (i)(B) and (i)(C), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that could not reasonably be expected to have a Material Adverse Effect on the Business or (ii) result in the creation or imposition of any Lien on any assets of CE, other than Permitted Liens.
Sample 1

Examples of NON-CONTRAVENTION in a sentence

  • NON-CONTRAVENTION; APPROVALS................................................

  • NON-CONTRAVENTION.......................................................

  • NON-CONTRAVENTION Borrower has the legal capacity to enter into this Agreement.

  • NONCONTRAVENTION; STATUTORY APPROVALS; COMPLIANCE ............................................

  • The House has established the Bipartisan Legal Advisory Group (BLAG) to “speak[] for, and articulate[] the institutional position of, the House in all litigation matters,” House Rule II.8(b), and has confirmed that a BLAG vote “to authorize litigation and to articulate the institutional position of the House in that litigation is the equivalent of a vote of the full House of Representatives,” H.

  • NONCONTRAVENTION..................................................................

  • Supervision knowledge includes: (a) an understanding of the professional practice being supervised (Falender & Shafranske, 2007); (b) models, theories, and modalities of supervision (Farber & Kaslow, 2010); (c) research, scientific, and evidence- base of the supervision literature (Milne & Reiser, 2012; Watkins, 2012); (d) professional/supervisee development (Fouad et al., 2009; Rodolfa et al.

  • NONCONTRAVENTION.......................................................................

  • NON-CONTRAVENTION; STATUTORY APPROVALS; COMPLIANCE..................................

  • The deep-water cross-section remained stable throughout the entire testing series, which included 17 different storm segments ranging from the 10-year return period storm to multiple overload storms.

Related to NON-CONTRAVENTION

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Non-Controlling Party means, at any time, any Trustee, Liquidity Provider or other Person which is not the Controlling Party at such time.

  • Non-Compete Agreements shall have the meaning provided in Section 5.05.

  • Non-Controlling Note means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling Note” hereunder pursuant to Section 32.

  • Non-Compete Agreement means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • Non-Controlling Note Holder herein shall mean the “Directing Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling Note Holder under this Agreement. If the Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

  • Property Agreements means all agreements, grants of easements and/or rights-of-way, reciprocal easement agreements, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, parking agreements, party wall agreements or other instruments affecting the Property, including, without limitation any agreements with Pad Owners, but not including any brokerage agreements, management agreements, service contracts, Space Leases or the Loan Documents.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Noncompetition Agreement has the meaning stated in Section 2.1.

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Assignment of Contracts shall have the meaning provided in Section 5.07.

  • Assignment of Proprietary Lease With respect to a Cooperative Loan, the assignment of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.

  • term assignment means, in relation to an employee, i. a term assignment within the meaning of the local collective agreement, or ii. where no such definition exists, a term assignment will be defined as twelve (12) days of continuous employment in one assignment

  • industrial agreement means an agreement registered by the Commission under this Act as an industrial agreement;

  • Intellectual Property Assignment Agreement has the meaning set forth in Section 7.2(c)(viii).

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.

  • Collateral Assignment Agreement has the meaning set forth in Section 9.05.

  • Delegation Agreement means any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

  • Assignment of Lease means the Assignment of Lease to be executed by the Seller and the Purchaser at the Closing with respect to each parcel of Leased Real Property listed on Section 3.14(b) of the Disclosure Schedule, substantially in the form of Exhibit 1.01(b).

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows: