No Conflict; Legal Compliance. (i) Neither the execution, delivery, nor performance of this Agreement by the Contributor, nor any action or omission on the part of the Contributor required pursuant hereto, nor the consummation of the Transactions by the Contributor will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the Contributor, (B) result in a breach of any term or provision of the organizational documents of the Contributor or (C) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which the Contributor is a party or by which any of the Contributor’s properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect with respect to the Manager; and (ii) the Contributor is not, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Starwood Waypoint Residential Trust)
No Conflict; Legal Compliance. Except as set forth on Schedule 3.02(c), (i) Neither the execution, delivery, nor performance of this Agreement by the ContributorManager, nor any action or omission on the part of the Contributor Manager required pursuant hereto, nor the consummation of the Transactions by the Contributor Manager will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the ContributorManager, (B) result in a breach of any term or provision of the organizational documents of the Contributor Manager or (C) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreementagreement (other than the Advisory Agreements), instrument or other material document to which the Contributor Manager is a party or by which any of the Contributor’s Manager's properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect with respect to the Manager; and (ii) the Contributor Manager is not, nor will it be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
Appears in 2 contracts
Samples: Contribution Agreement (CorEnergy Infrastructure Trust, Inc.), Contribution Agreement (CorEnergy Infrastructure Trust, Inc.)
No Conflict; Legal Compliance. (i) Neither the execution, delivery, nor performance of this Agreement by the ContributorAgency, nor any action or omission on the part of the Contributor Agency required pursuant hereto, nor the consummation of the Transactions transactions contemplated by the Contributor this Agreement will (Ai) to the best knowledge of the Agency, result in a material breach or material violation of, or constitute a material default under, any Legal Requirement applicable to the ContributorRequirement, (Bii) result in a material breach of any term or provision of the organizational charter documents of the Contributor Agency, or (Ciii) constitute a material default or result in the cancellation, termination, accelerationacceleration of, any obligation, or other material breach or violation of any loan or other agreement, instrument instrument, indenture, lease, or other material document to which the Contributor Agency is a party or by which any of the Contributor’s properties of the Agency is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such loan or other agreement, instrument, indenture indenture, lease, or other material document or under any Legal Requirement, except, in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect with respect to the Manager; and (ii) the Contributor . The Agency neither is not, nor will be, be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that which has not already been given or obtained.
Appears in 2 contracts
Samples: Master Development Agreement, Master Development Agreement
No Conflict; Legal Compliance. (i) Neither the execution, delivery, nor performance of this Agreement by the ContributorManager, nor any action or omission on the part of the Contributor Manager required pursuant hereto, nor the consummation of the Transactions by the Contributor Manager will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the ContributorManager, (B) result in a breach of any term or provision of the organizational documents of the Contributor Manager or (C) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which the Contributor Manager or any of its Subsidiaries is a party or by which any of the ContributorManager’s or any of its Subsidiaries’ properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect with respect to the Manager; and (ii) the Contributor is notneither the Manager nor any of its Subsidiaries is, nor or will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Starwood Waypoint Residential Trust)
No Conflict; Legal Compliance. (i1) Neither the execution, delivery, nor performance of this Agreement by the ContributorAH LLC, nor any action or omission on the part of the Contributor AH LLC required pursuant hereto, nor the consummation of the Transactions transactions contemplated by the Contributor this Agreement will (Ai) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the Contributor, Requirement; (Bii) result in a breach of any term or provision of the organizational charter documents of the Contributor AH LLC; or (Ciii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument instrument, indenture, lease or other material document to which the Contributor AH LLC is a party or by which any of the Contributor’s properties is its Properties are bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture indenture, lease, or other material document or under any Legal Requirement, except, in the case of (Ai) or (Ciii), as for such breaches, cancellations, terminations, acceleration, default or violation that would not reasonably be expected to result in a Material Adverse Effect with respect to the ManagerEffect; and (ii2) the Contributor AH LLC is not, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained, except for such failure to give notice or obtain consent which would not reasonably be expected to result in a Material Adverse Effect.
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No Conflict; Legal Compliance. (i1) Neither the execution, delivery, nor performance of this Agreement by the such Contributor, nor any action or omission on the part of the such Contributor or any Advisor Party required pursuant hereto, nor the consummation of the Transactions by the Contributor will (Ai) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the Contributor, Requirement; (Bii) result in a breach of any term or provision of the organizational documents of the Contributor any Advisor Party; or (Ciii) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which the Contributor any Advisor Party is a party or by which any of the Contributor’s its properties is bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, in the case of (Ai) or (C), iii) as would not reasonably be expected to result in a Material Adverse Effect with respect to on the ManagerBusiness; and (ii2) the Contributor is notno Advisor Party is, nor or will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
Appears in 1 contract
Samples: Contribution Agreement (Silver Bay Realty Trust Corp.)
No Conflict; Legal Compliance. (i) Neither the execution, delivery, nor performance of this Agreement by the ContributorREIT Manager, nor any action or omission on the part of the Contributor REIT Manager required pursuant hereto, nor the consummation of the Transactions by the Contributor REIT Manager will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the ContributorREIT Manager, (B) result in a breach of any term or provision of the organizational documents of the Contributor REIT Manager or (C) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which the Contributor REIT Manager is a party or by which any of the Contributor’s REIT Manager's properties is are bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, except in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect with respect to the ManagerEffect; and (ii) the Contributor REIT Manager is not, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
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No Conflict; Legal Compliance. (i) Neither the execution, delivery, nor performance of this Agreement by the such Contributor, nor any action or omission on the part of the such Contributor required pursuant hereto, nor the consummation of the Transactions by the such Contributor will (A) result in a breach or violation of, or constitute a default under, any Legal Requirement applicable to the such Contributor, (B) result in a breach of any term or provision of the organizational documents of the such Entity Contributor or (C) constitute a default or result in the cancellation, termination, acceleration, breach or violation of any agreement, instrument or other material document to which the such Contributor is a party or by which any of the such Contributor’s properties is are bound, or give any Person the right to challenge any such transaction, to declare any such default, cancellation, termination, acceleration, breach or violation or to exercise any remedy or obtain any other relief under any such agreement, instrument, indenture or other material document or under any Legal Requirement, except, except in the case of (A) or (C), as would not reasonably be expected to result in a Material Adverse Effect with respect to the ManagerEffect; and (ii) the such Contributor is not, nor will be, required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement that has not already been given or obtained.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Bluerock Residential Growth REIT, Inc.)