Non-contravention definition

Non-contravention. Neither the execution and delivery of this Agreement nor the completion and performance of the Transaction and obligations contained in this Agreement will result in a breach of or default under, or be contrary to, any of the provisions of the Charter Documents of the Vendor or, to the best of the Vendor’s knowledge, any Encumbrance, indenture, Contract, agreement or instrument to which the Vendor is a party or by which the Vendor is bound.
Sample 1
Non-contravention. Except as set forth in Schedule B.06 of the Disclosure Schedule, the execution, delivery and performance by the Seller of this Agreement, the Supply Agreement, the Interim Services Agreement, the CE Facility Lease and the Sanders Sublease, and the consummation of the Contemplated Transactions, xx xxx and will not (i)(A) contravene or conflict with the charter (or certificate of incorporation, as the case may be) or bylaws of the Seller or CE, (B) assuming compliance with the matters referred to in Section B.05, contravene or conflict with or constitute a violation of any provisions of any Applicable Law, rule, regulation, judgment, injunction, order or decree binding upon or applicable to the Business; (C) assuming compliance with the matters referred to in Section B.05, constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit relating to the Business to which the Seller or CE is entitled under any provision of any Contract, agreement or other instrument binding upon the Seller or CE, or by which any of the assets of CE is or may be bound, except, in the case of clauses (i)(B) and (i)(C), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that could not reasonably be expected to have a Material Adverse Effect on the Business or (ii) result in the creation or imposition of any Lien on any assets of CE, other than Permitted Liens.
Sample 1

Related to Non-contravention

  • contravention means any violation of the customs legislation as well as any attempted violation of such legislation.

  • Violation means the failure of a structure or other development to be fully compliant with the community's floodplain management regulations. A structure or other development without the elevation certificate, other certifications, or other evidence of compliance required in Articles 4 and 5 is presumed to be in violation until such time as that documentation is provided.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Non-Controlling Party means the party not controlling the defense of any Third Party Action.

  • Non-Compete Agreements shall have the meaning provided in Section 5.05.

  • Agreements and Instruments has the meaning set forth in Section 2(a)(xiii).

  • Non-Controlling Note means any Note (other than the Controlling Note), including any New Note designated as a “Non-Controlling Note” hereunder pursuant to Section 32.

  • Non-Compete Agreement means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

  • Non-Competition Agreements has the meaning set out in Section 7.1.1.7;

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Noncompetition Agreements as defined in Section 2.4(a)(iv).

  • Non-Controlling Note Holder herein shall mean the “Directing Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling Note Holder under this Agreement. If the Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Property Agreements means all agreements, grants of easements and/or rights-of-way, reciprocal easement agreements, permits, declarations of covenants, conditions and restrictions, disposition and development agreements, planned unit development agreements, parking agreements, party wall agreements or other instruments affecting the Property, including, without limitation any agreements with Pad Owners, but not including any brokerage agreements, management agreements, service contracts, Space Leases or the Loan Documents.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Noncompetition Agreement shall have the meaning set forth in Section 5.9 of this Agreement.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Assignment of Contracts shall have the meaning provided in Section 5.07.

  • Assignment of Proprietary Lease With respect to a Cooperative Loan, the assignment of the related Cooperative Lease from the Mortgagor to the originator of the Cooperative Loan.

  • term assignment means, in relation to an employee, i. a term assignment within the meaning of the local collective agreement, or

  • industrial agreement means an agreement registered by the Commission under this Act as an industrial agreement;

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Subordination Agreement means any subordination agreement in form and substance satisfactory to Administrative Agent entered into from time to time with respect to Subordinated Debt.

  • Delegation Agreement means any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

  • Violations shall have the meaning assigned to such term in Section 6(a).