No Conflict; Regulatory Approvals. (a) None of the execution and delivery by Seller of this Agreement or the Transaction Documents to which Seller is a party, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, the Organizational Documents of any of the Companies or any of the Purchased Subsidiaries or any Law, or (ii) conflict with, or 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 or cancellation under, any provision of any Contract to which any of the Companies or any of the Purchased Subsidiaries is a party or by which any of the Companies or any of the Purchased Subsidiaries or any of their respective properties or assets are bound, except, in the case of this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) No consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to any Person, including any Governmental Authority, is required on the part of any of the Companies or any of the Purchased Subsidiaries in connection with the execution and delivery by Seller of this Agreement or the Transaction Documents to which Seller is a Party or the consummation of the transactions contemplated hereby or thereby except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
No Conflict; Regulatory Approvals. (a) None of the execution and delivery by Seller Parent of this Agreement or the Transaction Documents to which Seller Parent is a party, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller Parent with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, the Organizational Documents of any of the Companies or any of the Purchased Selling Subsidiaries or any Law, Law or (ii) conflict with, or 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 or cancellation under, any provision of any Contract to which any of the Companies or any of the Purchased Selling Subsidiaries is a party or by which any of the Companies or any of the Purchased Selling Subsidiaries or any of their respective properties or assets are boundbound (or to the Knowledge of Parent, entered into by a Manager on behalf of a Selling Subsidiary or a Hotel), except, in the case of this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) No consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to any Personto, including any Governmental Authority, Authority is required on the part of any of the Companies or any of the Purchased Selling Subsidiaries in connection with the execution and delivery by Seller Parent of this Agreement or the Transaction Documents to which Seller Parent is a Party party or the consummation of the transactions contemplated hereby or thereby except as for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Northstar Realty Finance Corp.), Asset Purchase Agreement (Inland American Real Estate Trust, Inc.)
No Conflict; Regulatory Approvals. (ai) None of the execution and delivery by Seller any Selling Subsidiary of this Agreement or the Transaction Documents to which Seller any Selling Subsidiary is a party, the consummation of the transactions contemplated hereby or thereby, or the compliance by Seller such Selling Subsidiary with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, the Organizational Documents of any of the Companies or any of the Purchased Subsidiaries or any LawSelling Subsidiaries, (ii) conflict with, or result in any violation of, any Law or (iiiii) conflict with, or 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 or cancellation under, any provision of any Contract to which any of the Companies or any of the Purchased Subsidiaries Selling Subsidiary is a party or by which any of the Companies or any of the Purchased Selling Subsidiaries or any of their respective properties or assets are boundbound (or to the knowledge of the Seller, entered into by another Person on behalf of the Selling Subsidiary or an Acquired Property), except, in the case of this clause clauses (ii) and (iii), for such conflicts, violations, defaults, terminations or cancellations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(bii) No consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to any Personto, including any Governmental Authority, Entity is required on the part of any of the Companies or any of the Purchased Selling Subsidiaries in connection with the execution and delivery by the Seller (or any Selling Subsidiary) of this Agreement or the Transaction Documents to which the Seller (or such Selling Subsidiary) is a Party party or the consummation of the transactions contemplated hereby or thereby except as for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Colony Financial, Inc.), Asset Purchase Agreement (Colony Financial, Inc.)