No Government Approvals or Notices Required; No Conflict with Instruments. The execution, delivery and performance of this Agreement and the Implementing Agreements to which each Xxxxxxxxx Entity is a party and the consummation by each Xxxxxxxxx Entity of the Transactions will not (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement or partnership agreement of such party, as applicable, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets, properties or limited liability interests of such Xxxxxxxxx Entity, under, any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Xxxxxxxxx Entity is a party or by which it or its assets or properties are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to such Xxxxxxxxx Entities or its assets or properties; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not materially adversely affect the ability of such Xxxxxxxxx Entity to perform its obligations hereunder or under the Implementing Agreements to which it is a party.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Alter Robert A), Contribution and Sale Agreement (Westbrook Real Estate Partners LLC)
No Government Approvals or Notices Required; No Conflict with Instruments. The execution, delivery and performance of this Agreement and the Implementing Agreements to which each Xxxxxxxxx Entity Westxxxxx Xxxity is a party and the consummation by each Xxxxxxxxx Entity Westxxxxx Xxxity of the Transactions will not (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement or partnership agreement of such party, as applicable, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets, properties or limited liability interests of such Xxxxxxxxx EntityWestxxxxx Xxxity, under, any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Xxxxxxxxx Entity Westxxxxx Xxxity is a party or by which it or its assets or properties are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to such Xxxxxxxxx Entities Westxxxxx Xxxities or its assets or properties; other than any consents and approvals the failure of which to obtain and 37 33 any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not materially adversely affect the ability of such Xxxxxxxxx Entity Westxxxxx Xxxity to perform its obligations hereunder or under the Implementing Agreements to which it is a party.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Westbrook Real Estate Partners LLC), Contribution and Sale Agreement (Alter Robert A)