No Conflicts and Consents. Subject to obtaining or making (as applicable) all of the consents, authorizations, waivers by or filings with any Governmental Entity or other Person set forth in Section 4.4 of Sellers’ Disclosure Schedule (collectively, the “Seller Consents”) on or before the Core Portfolio Closing, or as otherwise disclosed on Section 4.4 of Sellers’ Disclosure Schedule, the execution, delivery and performance by each Seller of the Transaction Documents to which it is a party do not and will not (with or without the passage of time or the giving of notice): (i) violate or conflict with the declaration of trust, articles or certificate of incorporation, articles or certificate of formation or organization, bylaws, limited liability company operating agreement, partnership agreement or other organizational document of Sellers or any Acquired Company; (ii) violate or conflict with any Law binding upon, or any Permit applicable to, Sellers or any Acquired Company or any Acquired Property; (iii) violate or conflict with, result in a breach of, constitute a default or otherwise cause any loss of benefit under any Contract to which any Seller or Acquired Company is a party, or by which any of them or any of their assets is otherwise bound (including, without limitation, any Contracts set forth in Section 4.10 of Sellers’ Disclosure Schedule); (iv) result in the creation of an Encumbrance on the Acquired Company Securities, the HUD Company Securities or any Acquired Property, or give rise to any penalty, acceleration of remedies, or right of termination or otherwise cause any alteration of any rights or obligations of any party under any Contract, first refusal or first offer to which any Seller or Acquired Company is a party or by which any of them or any of their assets are otherwise bound; or (v) require any consent, notice, authorization, waiver by or filing with any Governmental Entity or other Person, except with respect to clauses (ii), (iii) and (iv), for such violations, conflicts, breaches, defaults or losses as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. Other than the Seller Consents, no consent, authorization, waiver by or filing with any Governmental Entity or other Person is required in connection with the execution, delivery and performance of the Transaction Documents (as applicable) by Sellers or any Acquired Company or the consummation by Sellers or any Acquired Company of the transactions contemplated thereby.
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Samples: Securities Purchase Agreement (Omega Healthcare Investors Inc), Securities Purchase Agreement (Capitalsource Inc)
No Conflicts and Consents. Subject to obtaining or making (as applicable) all of the consents, authorizations, waivers by or filings with any Governmental Entity or other Person set forth in Section 4.4 of Sellers’ Disclosure Schedule (collectively, the “Seller Consents”) on or before the Core Portfolio Closing, or as otherwise disclosed on Section 4.4 of Sellers’ Disclosure Schedule, the The execution, delivery and performance by each Seller the Vendor of this Agreement and the documents to be delivered hereunder, and the consummation of the Transaction Documents to which it is a party transactions contemplated hereby, do not and will not not:
(with or without the passage of time or the giving of notice): (ia) violate or conflict with the declaration of trust, articles or certificate of incorporation, articles by-laws or certificate unanimous shareholder agreement of formation or organization, bylaws, limited liability company operating agreement, partnership agreement or other organizational document of Sellers or any Acquired Company; the Vendor;
(iib) violate or conflict with any Law binding upon, or any Permit applicable to, Sellers or any Acquired Company or any Acquired Property; to the Vendor;
(iiic) violate or conflict with, or result in a breach (with or without notice or lapse of time or both) any violation of, constitute or default under, or give rise to a default right of termination, acceleration or otherwise cause modification of any obligation or loss of any benefit under any Contract contract or other instrument to which any Seller or Acquired Company the Vendor is a party, or by which any of them or any of their assets is otherwise bound ; or
(including, without limitation, any Contracts set forth in Section 4.10 of Sellers’ Disclosure Schedule); (ivd) result in the creation or imposition of an any Encumbrance on any properties or assets of the Acquired Company SecuritiesVendor. Notwithstanding the foregoing, the HUD Company Securities or any Acquired PropertyCorporation and the Purchaser acknowledge that notice of the change in the ownership of the Corporation must be made to:
(a) the Alberta Liquor, or give rise to any penalty, acceleration Gaming and Cannabis Commission; and
(b) the landlords of remedies, or right of termination or otherwise cause any alteration of any rights or obligations of any party under any Contract, first refusal or first offer the various premises pursuant to which any Seller or Acquired Company is a party or by which any of them or any of their assets are otherwise boundthe Corporation has entered into lease agreements; or (v) require any consenthereinafter collectively the “Notice Requirement”). To the Vendor’s knowledge, notice, authorization, waiver by or filing with any Governmental Entity or other Person, except with respect to clauses (ii), (iii) and (iv), for such violations, conflicts, breaches, defaults or losses as would not have a Material Adverse Effect on the Acquired Companies either individually or in the aggregate. Other than the Seller Consents, Notice Requirement:
(c) no consent, authorizationapproval, waiver by or filing with any Governmental Entity or other Person authorization is required to be obtained by the Vendor or the Corporation from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by the Vendor of the Transaction Documents (as applicable) by Sellers or any Acquired Company or this Agreement and the consummation by Sellers or any Acquired Company of the transactions contemplated therebyhereby; and
(d) there is no requirement to (i) make any filing with, give any notice to, or obtain any authorization of, any governmental entity as a condition to the lawful completion of the transactions contemplated by this Agreement, or (ii) obtain any consent, approval or waiver of a party under any lease or any contract to which the Corporation is a party to any of the transactions contemplated by this Agreement.
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No Conflicts and Consents. (a) Subject to obtaining Seller obtaining, on or making (as applicable) before the Closing, all of the consents, authorizations, waivers by or filings with any Governmental Entity or other Person set forth in Section 4.4 3.3(a) of Sellers’ the Disclosure Schedule (collectively, the “Seller Consents”) on or before the Core Portfolio Closing, or as otherwise disclosed on Section 4.4 of Sellers’ Disclosure Schedule), the execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which it Seller is a party do not and will not (with or without the passage of time or the giving of notice): (i) violate or conflict with the declaration of trust, articles or certificate of incorporation, articles or certificate of formation or organization, bylaws, limited liability company operating agreement, partnership agreement bylaws or other organizational document documents of Sellers or any Acquired CompanySeller; (ii) violate or conflict with any Law binding uponupon Seller or, subject to Seller obtaining the Seller Consents on or any Permit applicable tobefore Closing, Sellers or any Acquired Company or any Acquired Property; (iii) violate or conflict with, result in a breach of, constitute a default or otherwise cause any loss of benefit benefit, in any material respect, under any Contract material agreement or other material obligation to which any Seller or Acquired Company is a party, party or by which any of them or any of their assets Seller is otherwise bound (including, without limitation, any Pending Property Agreement or the Pending IPC Agreements or any other Contracts set forth in Section 4.10 of Sellers’ the Disclosure Schedule); (iv) result , except, in the creation of an Encumbrance on the Acquired Company Securities, the HUD Company Securities or any Acquired Property, or give rise to any penalty, acceleration of remedies, or right of termination or otherwise cause any alteration of any rights or obligations of any party under any Contract, first refusal or first offer to which any Seller or Acquired Company is a party or by which any of them or any of their assets are otherwise bound; or (v) require any consent, notice, authorization, waiver by or filing with any Governmental Entity or other Person, except with respect to clauses (ii), (iii) and (iv)each case, for such violations, conflicts, breaches, defaults or losses as would not have a Material Adverse Effect on material adverse effect upon the ability of Seller to enter into or perform its obligations under this Agreement or any other Transaction Document; or (iii) result in, require or permit the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) upon or with respect to any of the Securities, the Acquired Companies either individually IPC Interest Rights or in the aggregateRemainder IPC Interests. Other than the Seller Consents, and except for such consents, authorizations, waivers or filings as to which the failure to obtain would not have a material adverse effect upon the ability of Seller to enter into or perform its obligations under any of the Transaction Documents, no consent, authorization, waiver by or filing with any Governmental Entity or other Person is required in connection with the execution, delivery and performance of the Transaction Documents (as applicable) by Sellers or any Acquired Company Seller or the consummation by Sellers or any Acquired Company Seller of the transactions contemplated thereby.
(b) There are no Proceedings pending against Seller, VSCRE or any Subsidiary or, to the Knowledge of Seller, threatened against Seller, VSCRE or any Subsidiary that question any of the transactions contemplated by, or the validity of, the Transaction Documents which, if adversely determined, would have an adverse effect upon the ability of Seller to enter into or perform its obligations under any of the Transaction Documents to which it is a party.
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