A noncontravention clause ensures that entering into an agreement does not violate any existing laws, regulations, or other contractual obligations of the parties involved. This clause provides assurance that the execution and performance of the contract will not result in legal conflicts or obligations with third parties.
Noncontravention. Neither the execution and delivery by the Virginia Subsidiary of each Indenture, nor the performance by the Virginia Subsidiary of its obligations thereunder: (a) violates any statute or regulation of Applicable Law that is applicable to the Virginia Subsidiary; or (b) violates any provision of the Organizational Documents of the Virginia Subsidiary.
Noncontravention. With respect to the opinions expressed in Paragraph 4(a), our opinion is limited to our review of only those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the 2027 Indenture and to business organizations generally.
Noncontravention. With respect to our opinion as to whether the execution, delivery and performance of the Indenture violates Applicable Law, (i) such opinion is limited to our review of only those statutes and regulations of Applicable Law that, in our experience, are normally applicable to transactions of the type contemplated by the Indenture and to business organizations generally and (ii) other than performance of any payment obligation under the Indenture, we express no opinion whether performance by the Company of its obligations under the Indenture after the date hereof would violate any Applicable Law.
Noncontravention. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Seller, (ii) assuming compliance with the matters referred to in Section 3.03, violate any applicable law, rule, regulation, judgment, injunction, order or decree or (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any agreement or other instrument binding upon Seller.
Noncontravention. The execution and delivery of this Agreement by Seller and the consummation of the transactions as contemplated on Seller’s part do not or will not violate or result, with the giving of notice or the lapse of time or both, in a material violation of any provision of (i) any existing law or regulation or any order, award or decree of any court, arbitrator or governmental authority by which Seller is bound or (ii) any mortgage, indenture or security agreement to which Seller is a party or by which Seller or Beneficial Owner (as defined below) is bound.
Noncontravention. (a) Neither the execution and the delivery of this Agreement nor the consummation of the Acquisition or the other transactions contemplated by this Agreement will, with or without the giving of notice or the lapse of time or both, (i) to the Knowledge of the Sellers and assuming compliance with the filing and notice requirements set forth in Section 3.2(b)(i), violate any Law applicable to the Seller or (ii) violate any Contract to which the Seller is a party, except to the extent that any such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution and delivery of this Agreement by the Seller does not, and the performance of this Agreement by the Seller will not, require any consent, approval, authorization or Permit of, or filing with or notification to, any Governmental Entity, except for (i) the filings set forth in Section 3.2(b) of the Disclosure Schedule or (ii) where the failure to take such action would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any provision of the organizational documents of the Company or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which any of the Company’s assets is subject. There is no action, suit or proceeding, pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.
Authority; Noncontravention. (a) The Investor has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, as applicable, and to perform its and their obligations hereunder and thereunder and to consummate the Transactions. This Agreement has been, and at the Closing the other Transaction Documents to which the Investor is a party will be, duly executed and delivered by the Investor and, assuming due authorization, execution and delivery hereof or thereof, as applicable, by the Company and each other Investor, constitutes (or in the case of such other Transaction Documents, at the Closing will constitute) a legal, valid and binding obligation of the Investor and its applicable Affiliates, enforceable against the Investor, in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Noncontravention is a legal term used in contracts and legal documents to indicate that entering into an agreement or executing a particular action does not violate any law, regulation, or the terms of any other agreement. It confirms that the action is lawful and permissible within the existing legal framework and contractual obligations.
Noncontravention should be used whenever you are drafting or reviewing a contract or agreement where it is necessary to ensure that the parties involved are not in breach of any legal obligations or existing contracts. This clause is particularly important in complex transactions, mergers, acquisitions, or any agreements where there is a risk of conflict with existing obligations.
When writing a Noncontravention clause, clarity and thoroughness are crucial. A typical Noncontravention clause in a contract will include language that specifically states that the execution and performance of the agreement will not result in any violation of laws or existing agreements.
Example:
Noncontravention. The execution, delivery, and performance of this Agreement by [Party Name] will not result in (i) any violation of, or conflict with, any provision of [Party Name]’s organizational documents; (ii) any violation of any law, rule, regulation, or order applicable to [Party Name]; or (iii) any breach of, or default under, any contract or agreement to which [Party Name] is a party.
Noncontravention clauses are commonly found in a variety of commercial agreements, including but not limited to:
By including a Noncontravention clause in these contracts, parties can protect themselves from potential legal disputes and ensure the legitimacy of their agreements.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Nondisturbance clause ensures that a tenant's rights and occupancy under a lease will not be disturbed by foreclosure or other disturbances caused by a lender or superior interest holder. It provides tenants with protection, allowing them to continue operating their business uninterrupted, even if the property owner defaults on their loan obligations.
The "Not for distribution" clause in a contract restricts the sharing or dissemination of the specified materials, information, or documents to unauthorized parties. Its purpose is to protect sensitive content and ensure it is only accessed by individuals or entities explicitly permitted by the contract.
A "Not to Exceed Amount" clause specifies the maximum payment cap for a contract, ensuring that the total cost does not surpass a predetermined limit regardless of project scope or resource needs. This clause provides financial certainty for both parties by limiting potential expenditures and protecting against unforeseen expenses.
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