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

Consents and Approvals; No Conflicts. Subject to the approval of the appropriate Governmental Authorities in connection with the recordation of any Seller Documents as appropriate, (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 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 is subject in any material respect; or (C) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Lincoln Educational Services Corp), Purchase and Sale Agreement (Lincoln Educational Services Corp), Purchase and Sale Agreement (Lincoln Educational Services Corp)

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Consents and Approvals; No Conflicts. Subject to 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 appropriateDocuments, to Seller’s Knowledge: (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 Documents, or the consummation by Seller of the transaction transactions described in this Master Purchase and Sale Agreement, except to the extent the failure to obtain such permit, authorization, consent or approval would not have a material adverse effect on the Business, or Seller’s ability to consummate the transaction transactions described in this Master Purchase and Sale 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: Master Purchase and Sale Agreement will (A) violate any provision of Seller’s organizational or governing documents; , (B) violate to Seller’s Knowledge, result in a violation or breach, or constitute a default under, any Applicable Law to which Seller is subject in any material respect; Material Contract, or (C) to Seller’s Knowledge, result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.

Appears in 2 contracts

Samples: Master Purchase and Sale Agreement (Hersha Hospitality Trust), Master Purchase and Sale Agreement (Hersha Hospitality Trust)

Consents and Approvals; No Conflicts. Subject to the approval of the appropriate Governmental Authorities in connection with the recordation of any Seller Documents as appropriateappropriate and the consents and approvals described in Sections 8.10, 8.11 and 8.12 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 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 is subject in any material respectsubject; 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 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clearview Hotel Trust, Inc.)

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Consents and Approvals; No Conflicts. Subject to the recordation of any Seller Documents as appropriate, the approval of the appropriate Governmental Authorities in connection with the recordation transfer of any Seller Documents the Licenses and Permits, and except as appropriatedisclosed 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 Business, the 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 is subject in any material respect; or (C) result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.;

Appears in 1 contract

Samples: Purchase and Sale Agreement (Highland Hospitality Corp)

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