Common use of Authorization, No Violations and Notices Clause in Contracts

Authorization, No Violations and Notices. (a) This Agreement has been duly executed by the individuals set forth on Schedule I and is a valid and binding obligation enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of general application. (b) Neither the execution, delivery, or performance by the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby and under any document executed pursuant hereto will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the properties or assets of the Contributed Entity under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument, or obligation to which the Contributed Entity is a party, by which it may be bound or affected, or to which it may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Contributed Entity or its property or assets.

Appears in 1 contract

Sources: Contribution Agreement (First Potomac Realty Trust)

Authorization, No Violations and Notices. (a) This Agreement has been duly executed by the individuals set forth on Schedule I and is a valid and binding obligation enforceable against them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of general application. (b) Neither the execution, delivery, or performance by the Contributor of this Agreement, nor the consummation of the transactions contemplated hereby and under hereby, nor compliance by the Contributor with any document executed pursuant hereto of the provisions hereof, will: (i) violate, conflict with, result in a breach of any provision of, constitute a default (or an event that, which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a right of termination or acceleration, or the creation or imposition of any lien, security interest, charge, or encumbrance upon any of the properties Property or other assets of the Contributed Entity Contributor, under any of the terms, conditions, or provisions of, the Articles of Organization, the Contributor Operating Agreement or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument, instrument or obligation to which the Contributed Entity Contributor is a party, or by which it the Contributor may be bound or affectedbound, or to which it the Contributor or its properties or assets may be subject; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule, or regulation applicable to the Contributed Entity Contributor or its property any of the Contributor's properties or assets. (b) Except under the Existing Loan, no party has any interest in the Property and no party has any interest in the Contributor, or any portion thereof, or the right or option to acquire any interest in the Contributor or the Property or any portion thereof. The Contributor has no subsidiaries. (c) The Contributor has conducted no business other than the ownership and operation of the Property.

Appears in 1 contract

Sources: Contribution Agreement (Hersha Hospitality Trust)