No Conflict; Government Authorizations. (a) Except as set forth in Section 4.3(a) of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Purchased Assets or properties or assets of the Purchased Entities under, any provision of (i) the certificate of incorporation, articles of association, joint venture contract or agreement, by-laws or other organizational or governing documents of any Seller or any Purchased Entity, (ii) any Material Contract, or any Contract (other than a Purchased Contract) that relates to any Seller’s ownership of or ability to transfer any Purchased Assets, or (iii) any Permit, Governmental Order or, subject to the matters described in clauses (i) and (ii) of Section 4.3(b), Law applicable to the Purchased Assets, the Purchased Entities or the property or assets of the Purchased Entities, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not interfere in any material respect with the conduct of the Business as presently conducted by the Sellers and the Purchased Entities or result in any material (A) fine, (B) penalty or (C) other Loss to the Business or the Purchased Entities.
No Conflict; Government Authorizations. (a) The execution and delivery of this Agreement, the performance by the Company of its obligations hereunder and the Ancillary Documents to which the Company is or will be a party, and the consummation by the Company of the transactions contemplated by this Agreement or the Ancillary Documents to which the Company is or will be a party, does not and will not (i) conflict with, or result in any violation of the Company’s Organizational Documents; (ii) subject to the matters described in Section 4.3(b), conflict with or result in a violation of any material Permit or Law applicable to the Company or its assets; or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (not including Permitted Encumbrances) upon any of the rights or assets of the Company pursuant to any Contract of the Company.
No Conflict; Government Authorizations. (a) Except as set forth in Section 3.2(a) of the Disclosure Schedule, assuming compliance by CharterMac, the Purchasers, ARCap and ARCap REIT with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 3.2(b) of this Agreement, the execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both) (i) if such Seller is not an individual, violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of such Seller, (ii) contravene, conflict with or violate any Law or Order applicable to such Seller or the Seller Units held thereby, or (iii) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws and under the LLC Agreement) on any of the Seller Units held by such Seller pursuant to any Contract to which such Seller is a party or by which any of the Seller Units held by such Seller is bound or affected, except in the case of clauses (ii) and (iii) above, for such contraventions, conflicts, violations and creations which could not reasonably be expected to materially impair the ability of Purchaser 2 to consummate the transactions contemplated by this Agreement.
No Conflict; Government Authorizations. (a) The execution and delivery of this Agreement and the other Transaction Documents by Sellers and the consummation by Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any organizational documents of any Seller or Transferred Entity, (ii) violate, conflict with or result in a breach of, or constitute a default by (or create an event which, with or without notice or lapse of time or both, would constitute a default by) Seller or any Transferred Entity, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Transferred Assets or any assets of any Transferred Entity under, any Material Contract or Business Real Property Lease, or (iii) violate or result in a breach of any Permit primarily relating to the Business or used or held for use primarily in connection with the Business or of any Governmental Order or, subject to the matters described in Section 3.4(b), Law applicable to the Business, in each case except as set forth on Section 3.4(a) of the Disclosure Schedules and, in the case of clauses (ii) and (iii), except as would not have, individually or in the aggregate, a Business Material Adverse Effect.
No Conflict; Government Authorizations. (a) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time, or both), conflict (or, in the case of clauses (ii) and (iii) below, materially conflict) with, or result in any violation of or default under (or, in the case of clauses (ii) and (iii) below, any material violation or default under), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under (or, in the case of clauses (ii) and (iii) below, loss of a material benefit under), or result in the creation of any Encumbrance (not including Permitted Encumbrances) upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the certificate of incorporation, by-laws or other organizational or governing documents of Honeywell, the Company or the Subsidiaries of the Company, (ii) any Material Contract to which any of Honeywell, the Company or the Subsidiaries of the Company is party or by which it is bound or (iii) any material Permit, Governmental Order or, subject to the matters described in clauses (i)-(iii) of Section 3.3(b), Law applicable to any of Honeywell, the Company or the Subsidiaries of the Company or their respective property or assets.
No Conflict; Government Authorizations. (a) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of formation, limited liability company agreement, regulations or other organizational or governing documents of the Seller, (ii) contravene, conflict with or violate any Law or Order applicable to the Seller, (iii) conflict in any material respect with or violate or breach in any material respect any provision of, or give any third party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any contract to which the Seller is a party, (iv) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on the Shares, or (v) impose any limitation on the ability of the Purchaser effectively to exercise full rights of ownership with respect to the Shares.
No Conflict; Government Authorizations. (a) Except as set forth in Section 4.1(a) of the Disclosure Schedule, assuming compliance by the Sellers, CharterMac and the Purchasers with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.1(b) of this Agreement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without notice or lapse of time, or both) (i) violate, conflict with or result in the breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws, regulations or other organizational or governing documents of ARCap, the Fund Entities or any of their respective Subsidiaries, (ii) contravene, conflict with or violate any Law or Order applicable to the ARCap, the Fund Entities or any of their respective Subsidiaries, (iii) conflict with or violate or breach any provision of, or give any third party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract of ARCap, the Fund Entities or any of their respective Subsidiaries, or (iv) result in the creation of any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the properties or assets of ARCap, the Fund Entities or any of their respective Subsidiaries pursuant to any Contract to which such Person is a party or by which any of such Person's properties or assets are bound or affected, except in the case of clauses (ii), (iii) and (iv) above, for such contraventions, conflicts, violations, breaches, defaults, exercises, accelerations, cancellations, terminations, modifications and creations which could not reasonably be expected to result in a Material Adverse Effect on any such Person.
No Conflict; Government Authorizations. (a) Except as set forth in Schedule 4.3(a), the execution and delivery of this Agreement and the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby shall not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Purchased Assets under (i) the certificate of incorporation, by-laws, or other organizational or governing documents of Seller, (ii) any Assumed Contract or (iii) subject to the matters described in Section 4.3(b), Law applicable to the Purchased Assets, other than in the case of (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not have a Seller Material Adverse Effect.
No Conflict; Government Authorizations. (a) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Sellers or the Company under any provision of (i) the articles of organization, operating agreement, or other organizational or governing documents of the Company, (ii) any Material Contract to which any of the Sellers or the Company is party or by which any such person or entity is bound or (iii) any material Permit, Governmental Order or Law applicable to any of Sellers or the Company or their respective property or assets. Section 3.3(a) of the Disclosure Schedule sets forth a list of Material Contracts that require consent or notice in connection with the delivery and execution of this Agreement or the consummation of the transactions contemplated hereby.
No Conflict; Government Authorizations. (a) The execution, delivery and performance by the Parent and the Seller of this Agreement, and the execution, delivery and performance by the Parent, the Seller and the Company of the Ancillary Agreements, as applicable, do not and will not (i) contravene or conflict with the certificate of incorporation, by-laws or other equivalent organizational documents of the Parent, the Seller or the Company, (ii) assuming compliance with the matters referenced in Section 3.3(b), contravene, conflict with or constitute a violation of any provision of any Law binding upon or applicable to the Parent, the Seller or the Company or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon the Parent, the Seller or the Company or result in the creation of any Encumbrance (other than any Permitted Encumbrance), upon any of the properties or assets of the Parent, the Seller or the Company, other than, in the case of clauses (ii) and (iii), any such contravention, conflict, violation, default, termination, cancellation, acceleration, loss or Encumbrance that would not have, individually or in the aggregate, a Material Adverse Effect.
