Common use of Consents and Approvals; No Conflicts Clause in Contracts

Consents and Approvals; No Conflicts. Subject to the Seller Board Approval, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of any Seller Documents as appropriate, and except as disclosed in Schedule 7.1.3, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, and (ii) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: (A) violate any provision of Seller’s organizational or governing documents; (B) violate any Applicable Law to which Seller or the Property is subject; (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the recordation of any the Seller Board ApprovalDocuments as appropriate, and the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, Permits and the recordation of any Seller Documents as appropriateLiquor Licenses, and except as disclosed in Schedule 7.1.3, the Seller Due Diligence Materials: (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction transactions described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect Material Adverse Effect on the Property, the Business, or Seller’s ability to consummate the transaction transactions described in this Agreement, and (ii) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction transactions described in this Agreement, will: (A) violate any provision of Seller’s organizational or governing documents; , (B) violate any Applicable Law to which Seller or the Property is subject; , (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect Material Adverse Effect on the Property, the Business, or Seller’s ability to consummate the transaction transactions described in this Agreement, or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the Seller Board Approval, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of any Seller Documents as appropriateappropriate and the consents and approvals described in Sections 8.10, 8.11 and except as disclosed in Schedule 7.1.38.12 hereof and being pursued by Seller under this Agreement, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, and subject to the consents and approvals described in Sections 8.10, 8.11, 8.12 and 8.13 hereof and being pursued by Seller under this Agreement, (ii) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: (A) violate any provision of Seller’s organizational or governing documents; (B) violate any Applicable Law to which Seller or the Property is subject; or (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the Seller Board Approval, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of any Seller Documents as appropriate, and except as disclosed in Schedule 7.1.3, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, operation of the Business, Property or Seller’s ability to consummate the transaction described in this Agreement, and (ii) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: (A) violate any provision of Seller’s organizational or governing documents; (B) violate any Applicable Law to which Seller or the Property is subject; (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, Tenant Leases, Condominium Documents, Golf Course Use Agreement, Hotel Facilities Agreement, HMA Documents, Cost Sharing Agreement, Revenue Sharing Agreement, and Tennis License Agreement, except to the extent such violation, breach or default would not have a material adverse effect on the Property, operation of the Business, Property or Seller’s ability to consummate the transaction described in this Agreement, ; or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the Seller Board Lender Approval, and except for the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of any Seller Documents as appropriaterequired, and except as disclosed in Schedule 7.1.3, (ia) no filing with, and no permitconsent, authorization, consent approval or approval other authorization of, any Governmental Authority or other Person is necessary for the execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this AgreementDocuments, except to the extent the failure to obtain such permitconsent, authorization, consent approval or approval other authorization would not have reasonably be expected to result in a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this AgreementSeller Material Adverse Effect, and (iib) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: will (Ai) violate any provision of Seller’s organizational or governing documents; , (Bii) violate any Applicable Law to which Seller or the Property is subject; , (Ciii) result in a violation or breach of, or constitute a default under under, or result in or give rise to any right of acceleration or termination of, any contract, agreement or other instrument or obligation to which Seller is a party or by which any of the Material ContractsProperty is bound, except to the extent such violation, breach breach, default, acceleration or default termination would not have reasonably be expected to result in a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this AgreementSeller Material Adverse Effect, or (Div) result in the creation or imposition of any lien or encumbrance on any of the Property or any portion thereofProperty.

Consents and Approvals; No Conflicts. Subject to the Seller Board Approval, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and PermitsPermits and the Liquor Licenses, and the recordation of any Seller Documents as appropriate, and except as disclosed in Schedule 7.1.3, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller each of Seller, Liquor Seller, TPP Subsidiary and Operating Tenant of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller it, as applicable, of the transaction described in this AgreementAgreement (that has not been made or obtained, as the case may be), except to the extent the failure to make such filing or obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, the BusinessMaterial Adverse Effect, or prevent Seller’s ability to consummate , Liquor Seller, TPP Subsidiary or Operating Tenant from consummating the transaction described in this Agreement, and (ii) neither the execution and delivery by Seller each of Seller, Liquor Seller, TPP Subsidiary and Operating Tenant of any of the Seller Documents, nor the performance by Seller it of any of its obligations under any of the Seller Documents, nor the consummation by Seller it, as applicable, of the transaction described in this Agreement, will: (A) violate any provision of Seller’s its organizational or governing documents; (B) violate any Applicable Law to which Seller or the Property it is subject; (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the PropertyMaterial Adverse Effect or prevent Seller, the BusinessLiquor Seller, TPP Subsidiary or Seller’s ability to consummate Operating Tenant from consummating the transaction described in this Agreement, or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the recordation of any the Seller Board ApprovalDocuments as appropriate, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of any Seller Documents as appropriate, and except as disclosed in Schedule 7.1.3the Seller Due Diligence Materials, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, and (ii) neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: (A) violate any provision of Seller’s organizational or governing documents; (B) violate any Applicable Law to which Seller or the Property is subject; (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the Seller Board Approval, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses Approval (and Permits, all steps required to obtain such approval) and the recordation of any Seller Documents as appropriate, and except as disclosed in Schedule 7.1.37.1(c), (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller or WHLP (to the extent either Seller or WHLP is a party thereto) of any of the Seller Documents, or the performance by Seller or WHLP (to the extent either Seller or WHLP is a party thereto) of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this AgreementDocuments, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, ownership or operation of the Business, or Seller’s ability to consummate the transaction described in this Agreement, and (ii) neither the execution and delivery by Seller or WHLP (to the extent either Seller or WHLP is a party thereto) of any of the Seller Documents, nor the performance by Seller or WHLP (to the extent either Seller or WHLP is a party thereto) of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, Documents will: (A) violate any provision of Seller’s or WHLP’s organizational or governing documents; (B) violate any Applicable Law to which Seller or the Property WHLP is subject; (C) result in a violation or breach of, or constitute a default under under, any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, ; or (D) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the Seller Board Approval, the approval of the appropriate Governmental Authorities in connection with the transfer of the Licenses and Permits, and the recordation of any Seller Documents as appropriate, and except as disclosed in Schedule 7.1.36.1.3, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by Seller of any of the Seller Documents, or the performance by Seller of any of its obligations under any of the Seller Documents or the consummation by Seller of the transaction described in this Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Property, the Business, Business or on Seller’s ability to consummate the transaction described in this Agreement, and (ii) neither Contemplated Transactions. Neither the execution and delivery by Seller of any of the Seller Documents, nor the performance by Seller of any of its obligations under any of the Seller Documents, nor the consummation by Seller of the transaction described in this Agreement, will: (Ai) violate any provision of Seller’s organizational or governing documents; (Bii) violate any Applicable Law to which Seller or the Property is subject; (C) result in a violation or breach of, or constitute a default under any of the Material Contracts, except to the extent such violation, breach or default would not have a material adverse effect on the Property, the Business, or Seller’s ability to consummate the transaction described in this Agreement, or (Diii) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof, or (iv) violate, breach or require any consent under any Material Contract (except as expressly contemplated herein) or trigger any rights of first refusal, rights of first offer, option agreements or similar transfer agreements which are binding on Seller with respect to the Property.