Common use of Agreements Authorized and their Effect on Other Obligations Clause in Contracts

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement have been authorized by all necessary corporate and shareholder action on the part of the Seller and Affiliated Companies, and this Agreement is the valid and binding obligation of the Seller and each of the Shareholders enforceable (subject to normal equitable principals) against each of such parties in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws (or other organizational documents) of the Seller or Affiliated Companies, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller, Affiliated Companies or the Shareholders is a party or by which the Seller, Affiliated Companies or the Shareholders or their respective properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which the Seller, Affiliated Companies or the Shareholders or any of their respective properties are subject. Schedule 2.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholder and delivered to Buyer or Key in connection herewith (the "Seller Agreements") have been authorized by all necessary corporate and shareholder action on the part of the Seller and Affiliated CompaniesSeller, and this Agreement is and the Seller Agreements are valid and binding obligation obligations of the Seller and each of the Shareholders Shareholder, as applicable, enforceable (subject to normal equitable principals) against each of such parties in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and the Seller Agreements and the consummation of the transactions transaction contemplated herebyhereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws (or other organizational documents) of the Seller or Affiliated CompaniesSeller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller, Affiliated Companies Seller or the Shareholders Shareholder is a party or by which the Seller, Affiliated Companies Seller or the Shareholders Shareholder or their respective properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which the Seller, Affiliated Companies Seller or the Shareholders Shareholder or any of their respective properties are subject. Schedule 2.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement have been authorized by all necessary corporate and shareholder action on the part of the Seller and Affiliated Companiesthe Shareholder, and this Agreement is the valid and binding obligation of the Seller and each of the Shareholders Shareholder enforceable (subject to normal equitable principals) against each of such parties in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Except as provided in Schedule 2.1.2 hereto, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws (or other organizational documents) of either the Seller or Affiliated Companiesthe Shareholder, (ii) any obligation, C:\34ACTREP\EXFILES\EXHIBIT.2G 3 indenture, mortgage, deed of trust, lease, contract or other agreement to which either the Seller, Affiliated Companies Seller or the Shareholders Shareholder is a party or by which either the Seller, Affiliated Companies Seller or the Shareholders Shareholder or their respective properties are bound, except where such conflicts, violations and/or breaches, in the aggregate, would not have a material adverse effect on the Assets or the Business; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which either the Seller, Affiliated Companies Seller or the Shareholders Shareholder or any of their respective properties are subject. Schedule 2, except where such conflicts, violations and/or breaches, in the aggregate, would not have a material adverse effect on the Assets or the Business.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholders and delivered to Buyer in connection herewith (the ASeller Agreements@) have been authorized by all necessary corporate and shareholder action on the part of the Seller and Affiliated CompaniesSeller, and this Agreement is and the Seller Agreements are valid and binding obligation obligations of the Seller and each of the Shareholders Shareholders, as applicable, enforceable (subject to normal equitable principals) against each of such parties in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and the Seller Agreements and the consummation of the transactions transaction contemplated herebyhereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (iI) the charter or bylaws (or other organizational documents) of the Seller or Affiliated CompaniesSeller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller, Affiliated Companies Seller or the Shareholders is a party or by which the Seller, Affiliated Companies Seller or the Shareholders or their respective properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which the Seller, Affiliated Companies Seller or the Shareholders or any of their respective properties are subject. Schedule 2.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement have been authorized by all necessary corporate corporate, shareholder and shareholder other action on the part of each of COG and the Seller and Affiliated CompaniesSellers, and this Agreement is the valid and binding obligation of the Seller and each of COG, the Shareholders Sellers and Colexxx enforceable (subject to normal equitable principals) against each of such parties in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generallygenerally and subject to normal equitable principles. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws (or other organizational documents) of any of COG, the Seller Sellers or Affiliated CompaniesColexxx, (iixi) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which any of COG, the Seller, Affiliated Companies Sellers or the Shareholders is Colexxx xx a party or by which any of COG, the Seller, Affiliated Companies Sellers or the Shareholders or Colexxx xx their respective properties are bound; or (iii) any provision of any law, rule, regulation, order, permitspermit, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which the Seller, Affiliated Companies any of COG or the Shareholders Sellers or any of their respective properties are subject. Schedule 2.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholders and delivered to Buyer in connection herewith (the "Seller Agreements") have been authorized by all necessary corporate and shareholder action on the part of the Seller and Affiliated CompaniesSeller, and this Agreement is and the Seller Agreements are valid and binding obligation obligations of the Seller and each of the Shareholders Shareholders, as applicable, enforceable (subject to normal equitable principals) against each of such parties in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and the Seller Agreements and the consummation of the transactions transaction contemplated herebyhereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (iI) the charter or bylaws (or other organizational documents) of the Seller or Affiliated CompaniesSeller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller, Affiliated Companies Seller or the Shareholders is a party or by which the Seller, Affiliated Companies Seller or the Shareholders or their respective properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which the Seller, Affiliated Companies Seller or the Shareholders or any of their respective properties are subject. Schedule 2.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement, the Lease Agreement and the Noncompetition Agreement have been authorized by all necessary corporate and shareholder action on the part of the Seller and Affiliated Companiesthis Agreement, the Lease Agreement and this the Noncompetition Agreement is are the valid and binding obligation obligations of the Seller and each of the Shareholders Seller, enforceable (subject to normal equitable principals) against each of such parties the Seller in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement, the Lease Agreement and the Noncompetition Agreement and the consummation of the transactions contemplated herebyhereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws (or other any organizational documents) documents of the Seller or Affiliated CompaniesSeller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller, Affiliated Companies or the Shareholders Seller is a party or by which the Seller, Affiliated Companies Seller or the Shareholders or their respective his properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, or other governmental authority to which the Seller, Affiliated Companies or the Shareholders Seller or any of their his respective properties are subject. Schedule 2.