Common use of Absence of Violations or Conflicts Clause in Contracts

Absence of Violations or Conflicts. To Seller's actual knowledge, the execution and delivery by Seller, of this Agreement and the other Seller Agreements (as defined below), the consummation by the Seller of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under, or result in the creation or imposition of any lien in, upon or with respect to the Seller Membership Interests under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the Seller, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local ("Governmental Entity"), (c) any written agreement, commitment or understanding to which Seller is a party or to which its respective assets or liabilities are subject or bound, or (d) any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity ("Laws").

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)

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Absence of Violations or Conflicts. To Seller's actual knowledge, the The execution and delivery by Seller, the Seller of this Agreement and the other Seller Agreements (as defined below), the consummation by the Seller of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under, under or result in the creation or imposition of any lien in, upon or with respect to the Seller Membership Interests any of its assets under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the SellerSeller or the Company, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local ("Governmental Entity"), (c) any written agreement, commitment or understanding to which either Seller or the Company is a party or to which its respective assets or liabilities are subject or bound, or (d) to the best of Seller’s knowledge, any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity ("Laws").

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MVP REIT II, Inc.)

Absence of Violations or Conflicts. To Seller's actual knowledge, the The execution and delivery by Seller, the Seller of this Agreement and the other Seller Agreements (as defined below), the consummation by the Seller of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under, under or result in the creation or imposition of any lien in, upon or with respect to the Seller Membership Interests any of its assets under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the SellerSeller or each Company, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local ("Governmental Entity"), (c) any written agreement, commitment or understanding to which either Seller is or Companies are a party or to which its respective assets or liabilities are subject or bound, or (d) any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity ("Laws").

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MVP REIT, Inc.)

Absence of Violations or Conflicts. To Seller's actual knowledge, the The execution and delivery by Seller, of this Agreement and the other Seller Agreements (as defined below), the consummation by the Seller of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under, or result in the creation or imposition of any lien in, upon or with respect to the Seller Membership Interests under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the Seller, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local ("Governmental Entity"), (c) any written agreement, commitment or understanding to which Seller is a party or to which its respective assets or liabilities are subject or bound, or (d) any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity ("Laws").

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vestin Realty Mortgage II, Inc)

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Absence of Violations or Conflicts. To Seller's actual knowledge, the The execution and delivery by Seller, the Seller of this Agreement and the other Seller Agreements (as defined below), the consummation by the Seller of the transactions contemplated herein and therein, and the performance by or compliance with the obligations hereunder or thereunder will not constitute a violation of, be in conflict with, constitute a default under, under or result in the creation or imposition of any lien in, upon or with respect to the Seller Membership Interests any of its assets under (a) any term or provision of the formation documents or organizational documents (including all amendments) of the SellerSeller or the Company, (b) any judgment, decree or order of any court, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality, domestic or foreign, international, provincial, federal, state, county or local ("Governmental Entity"), (c) any written agreement, commitment or understanding to which either Seller or the Company is a party or to which its respective assets or liabilities are subject or bound, or (d) any statutes, common laws, rules, ordinances, regulations, codes, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of laws or bylaws, in each case, of a Governmental Entity ("Laws").

Appears in 1 contract

Samples: Purchase Agreement (MVP REIT, Inc.)

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