Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, have been duly authorized, adopted and approved by Purchaser as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Purchaser and is a valid and binding obligation enforceable against Purchaser in accordance with its terms. (b) Neither the execution, delivery, or performance by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof, will: (i) result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon Purchaser or any assets of Purchaser, under any of the terms, conditions, or provisions of, the organizational documents of Purchaser, or the licenses, leases, agreements, or other instruments, or obligations to which Purchaser is a party, or by which Purchaser may be bound, or to which Purchaser may be subject; or (ii) to Purchaser’s knowledge, violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to Purchaser.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Hyatt Hotels Corp), Asset Purchase Agreement (Hyatt Hotels Corp)
Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by the Purchaser as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Purchaser and is a valid and binding obligation enforceable against Purchaser in accordance with its terms. Purchaser is in possession of all third party consents required to execute this Agreement and to perform its obligations hereunder.
(b) Neither the execution, delivery, or performance by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof, will:.
(i) result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon the Purchaser or any assets of the Purchaser, under any of the terms, conditions, or provisions of, the organizational documents Articles of Organization of Purchaser, or the licenseslicense, leaseslease, agreementsagreement, or other instrumentsinstrument, or obligations obligation to which the Purchaser is a party, or by which the Purchaser may be bound, or to which the Purchaser may be subject; or
(ii) to Purchaser’s knowledge, violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)
Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, have been duly authorized, adopted and approved by Purchaser as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Purchaser and is a valid and binding obligation enforceable against Purchaser in accordance with its terms.
(b) Neither the execution, delivery, or performance by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof, will:
(i) result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon Purchaser or any assets of Purchaser, under any of the terms, conditions, or provisions of, the organizational documents Certificate of Limited Partnership or the Agreement of Limited Partnership of Purchaser, or the licenses, leases, agreements, or other instruments, or obligations to which Purchaser is a party, or by which Purchaser may be bound, or to which Purchaser may be subject; or
(ii) to Purchaser’s knowledge, violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)
Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by the Purchaser as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Purchaser and is a valid and binding obligation enforceable against Purchaser in accordance with its terms. Purchaser is in possession of all third party consents required to execute this Agreement and to perform its obligations hereunder.
(b) Neither the execution, delivery, or performance by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof, will:.
(i) result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon the Purchaser or any assets of the Purchaser, under any of the terms, conditions, or provisions of, the organizational documents Certificate of Limited Partnership or the Agreement of Limited Partnership of Purchaser, or the licenseslicense, leaseslease, agreementsagreement, or other instrumentsinstrument, or obligations obligation to which the Purchaser is a party, or by which the Purchaser may be bound, or to which the Purchaser may be subject; or
(ii) to Purchaser’s knowledge, violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)
Authorization, No Violations and Notices. (a) The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, hereby have been duly authorized, adopted and approved by the Purchaser as necessary. No other proceedings are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed by Purchaser and is a valid and binding obligation enforceable against Purchaser in accordance with its terms.
(b) Neither the execution, delivery, or performance by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof, will:
will (i) result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge, or encumbrance upon the Purchaser or any assets of the Purchaser, under any of the terms, conditions, or provisions of, the organizational documents Articles of Organization or the Operating Agreement of Purchaser, or the licenseslicense, leaseslease, agreementsagreement, or other instrumentsinstrument, or obligations obligation to which the Purchaser is a party, or by which the Purchaser may be bound, or to which the Purchaser or the Purchaser’s assets may be subject; or
(ii) to Purchaser’s knowledge, violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hersha Hospitality Trust)