Common use of Organization, Power and Qualification Clause in Contracts

Organization, Power and Qualification. (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications; (ii) Seller has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof; (iii) This Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) have been duly authorized by all necessary corporate proceedings, and this Agreement has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable in accordance with the terms hereof; (iv) No consent, approval, authorization, order, registration or qualification of, or with, any court or regulatory authority or other governmental body having jurisdiction over Seller, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement or the documents and instruments contemplated hereby or the taking by Seller of any actions contemplated herein, is required; (v) None of Seller’s execution and delivery of this Agreement, Seller’s consummation of the transactions contemplated hereby or Seller’s fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s property is now bound, and none of such execution, delivery, consummation or compliance by Seller will violate or result in a violation of the Certificate of Incorporation or By-Laws of Seller; (vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased Assets; (vii) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions contemplated by this Agreement; and (viii) The chief executive office of Seller is the address stated in the recitals above.

Organization, Power and Qualification. (iA) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications; (iiB) Seller has full corporate power and authority to enter into this Agreement the Operative Documents and to take any action and execute any documents required by the terms hereofthereof; (iiiC) This Agreement The Operative Documents and all related transactions (including, without limitation, the ability to transfer and convey the Purchased AssetsAssets and to grant a first priority perfected security interest in all of its right, title and interest in the Equipment or assign a first priority perfected security interest in the Equipment) have been duly authorized by all necessary corporate proceedings, and this Agreement has the Operative Documents have been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a are legal, valid and binding obligation obligations of Seller, enforceable in accordance with the terms hereoftheir terms; (ivD) No consent, approval, authorization, order, registration or qualification of, or with, any court or regulatory authority or other governmental body having jurisdiction over SellerGovernmental Entity, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement the Operative Documents or the documents and instruments contemplated hereby thereby or the taking by Seller of any actions contemplated hereintherein, is required; (vE) None of Seller’s execution and delivery of this Agreementthe Operative Documents, Seller’s consummation of the transactions contemplated hereby thereby or Seller’s fulfillment of or compliance with the terms and conditions of this Agreement the Operative Documents conflicts with or results in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authorityGovernmental Entity, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s property is now bound, and none of such execution, delivery, consummation or compliance by Seller will violate or result in a violation of the Certificate of Incorporation or By-Laws of Seller; (viF) All vendors with respect to the Equipment have been paid in full and Seller has valid title to the Purchased AssetsAssets and the Equipment (or a first priority perfected security interest in the Equipment), free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased AssetLien (other than the Lien of the Account Documents), and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and a first priority perfected security interest in all of its right, title and interest in the Equipment or assign to Purchaser its first priority perfected security interest in the Equipment and Purchaser will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased AssetsAssets and the Equipment; (viiG) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions contemplated by this Agreementthe Operative Documents; and (viiiH) The chief executive office of Seller is the address stated in the recitals above.

Organization, Power and Qualification. (i) Seller ONB is a national banking association authorized to transact the business of banking under the laws of the United States. Insurance Co. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Vermont and is a wholly-owned subsidiary of ONB. Each of ONB and Insurance Co. is duly licensed, qualified and in good standing to do engage in its regular course of business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications, except where the failure to be so qualified, licensed or in good standing would not affect the enforceability of any Purchased Transaction or of any Transaction Document relating thereto; (ii) Seller Each of ONB and Insurance Co. has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof; (iii) This Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) other Purchase Documents have been duly authorized by all necessary corporate proceedingsproceedings of Seller, and this Agreement has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except as such enforcement may be limited by an Enforceability Exception; (iv) No Except as disclosed on Schedule 8 attached to, incorporated into, and made a part of, this Agreement, no consent, approval, authorization, order, registration or qualification of, or with, any Person or of, or with, any court or regulatory authority or other governmental body having jurisdiction over Seller, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement or any of the documents and instruments contemplated hereby other Purchase Documents or the taking by Seller of any actions contemplated herein, is required; (v) None of Seller’s the execution and delivery of this AgreementAgreement or any of the other Purchase Documents, Seller’s the consummation of the transactions contemplated hereby hereby, or Seller’s the fulfillment of or compliance with the terms and conditions of this Agreement or any of the other Purchase Documents by Seller, conflicts with or results in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, including any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s property is now bound, and none of such execution, delivery, consummation or compliance by Seller will does not violate or result in a the violation of the Certificate of Incorporation corporate charter or By-Laws the bylaws of Seller; (vi) Seller has valid title to The sale and purchase contemplated by this Agreement is made in the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation ordinary course of the transactions contemplated hereby, business of Seller will convey to Purchaser the Purchased Assets and will be entitled to does not constitute a sale of all or substantially all of the benefits due and owing assets of either ONB or Insurance Co. Seller expects that, immediately after the Closing, it will continue to Seller under be engaged in the Account Documents relating to the Purchased Assetsbusiness of equipment leasing; (vii) There At the date hereof, the jurisdiction of organization and exact legal name of Seller is no action, suit or proceeding pending, or, as stated with respect to the knowledge of Seller, threatened, against Seller in the opening paragraph hereof; (viii) No broker or finder acting on Seller’s behalf is entitled to any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out fee from Purchaser in connection with the transactions contemplated by this Agreement; and (viiiix) The chief executive office All factual information prepared by Seller and furnished by Seller to Purchaser in writing at any time in contemplation of this Agreement is, and all such factual information hereafter furnished by Seller is in writing to Purchaser will be, true and accurate in every respect material to the address transactions contemplated hereby on the date as of which such information was or will be stated in the recitals aboveor certified.

Organization, Power and Qualification. (i) Seller Each Seller(s) is either a Delaware corporation or a Delaware limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is duly licensed and qualified and to engage in good standing to do its regular course of business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications, except where the failure to be so qualified, licensed or in good standing would not affect the enforceability of any Transaction or Transaction Document or any rights and remedies related to the other Assigned Property; (ii) Seller has full corporate power and authority to enter into this Agreement and the Assignment and to take any action and execute any documents required by the terms hereofhereof and thereof; (iii) This Each of this Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) have Assignment has been duly authorized by all necessary corporate proceedingsproceedings of Seller, and this Agreement has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a are legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with the terms hereofhereof and thereof; (iv) No consent, approval, authorization, order, registration or qualification of, or with, any person, or of, or with, or notice to, including, without limitation, a notification under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, any court or regulatory authority or other governmental body having jurisdiction over SellerSeller (collectively, "Governmental Authorities"), the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement Agreement, the Assignment, or the documents and instruments contemplated hereby or thereby, or the taking by Seller of any actions contemplated hereinherein or therein, is required;. The sale of Transactions contemplated in this Agreement and the Assignment complies with all applicable bulk sale laws. Notwithstanding the foregoing, Seller shall be solely responsible for the procurement, to the extent necessary, of all approvals and consents with respect to the transactions contemplated herein from Governmental Authorities and shall bear all responsibility and/or liability resulting from any failure to procure any said approvals and/or consent and/or any failure to comply with any applicable bulk sales laws. (v) None Seller has not violated the Workers Adjustment and Retaining Act (the "WARN Act"). Notwithstanding the generality of Seller’s the foregoing, Seller shall be solely responsible for complying with and shall bear all responsibility and/or liability resulting from any failure to provide required notice or any other violation of any term or requirement of the WARN Act, as amended, as a result of the transactions contemplated herein and in the Assignments. (vi) Neither the execution and delivery of this Agreement, Seller’s the Assignment, the consummation of the transactions contemplated hereby or Seller’s thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts Agreement, or the Assignment by Seller, conflict with or results result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any material covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s Sellers' property is now bound, and none of nor does such execution, delivery, consummation or compliance by Seller will violate or result in a the violation of the Certificate Articles of Incorporation or By-Laws laws of Seller; (vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased Assets;. (vii) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions The sales and purchases contemplated by this AgreementAgreement and any Assignment will each be made in the ordinary course of the business of Seller and shall not constitute a sale of all or substantially all of the assets of Seller; and (viii) The chief principal executive office of Seller is the address stated with respect to Seller in the recitals above. (ix) No action, arbitration, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) shall be pending or threatened challenging the lawfulness of the transactions contemplated herein and/or seeking to prevent or delay the transactions contemplated herein.

Organization, Power and Qualification. (i) Seller Borrower is a corporation Delaware limited partnership that is duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly licensed, qualified and in good standing to do engage in its regular course of business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications, except where the failure to be so qualified, licensed or in good standing would not affect the enforceability of any Transaction or Transaction Document; (ii) Seller Borrower has full corporate power and authority to enter into this Agreement Agreement, each Note and the Servicing Agreement, and to take any action and execute any documents required by the terms hereofhereof and thereof; (iii) This Agreement and all related transactions (including, without limitationEach of this Agreement, the ability to transfer Notes, and convey the Purchased Assets) have Servicing Agreement has been duly authorized by all necessary corporate proceedingsproceedings of Borrower, and this Agreement has been duly and validly executed and delivered by SellerBorrower, and, assuming due authorization, execution and delivery by PurchaserLender, is a are legal, valid and binding obligation obligations of SellerBorrower, enforceable against Borrower in accordance with the terms hereofhereof and thereof, except as such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, now or hereafter in effect, relating to or affecting the rights, powers, privileges, remedies or interests of creditors generally, (b) rules or principles of equity affecting enforcement of obligations generally, whether at law, in equity or otherwise, or (c) the exercise of the discretionary powers of any court or other authority before which a proceeding may be brought seeking equitable remedies, including, without limitation, specific performance and injunctive relief (each, a "Bankruptcy Exception"); (iv) No consent, approval, authorization, order, registration or qualification of, or with, any person, or of, or with, any court or regulatory authority or other governmental body having jurisdiction over SellerBorrower, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller Borrower of this Agreement, the Notes, the Servicing Agreement or the documents and instruments contemplated hereby or thereby or the taking by Seller Borrower of any actions contemplated hereinherein or therein, is required; (v) None of Seller’s Neither the execution and delivery of this Agreement, Seller’s the Notes, the Servicing Agreement, the consummation of the transactions contemplated hereby or Seller’s thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, the Notes or the Servicing Agreement conflicts by Borrower, conflict with or results result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller Borrower is now a party, or by which Seller Borrower or any of Seller’s Borrower's property is now bound, and none of nor does such execution, delivery, consummation or compliance by Seller will violate or result in a the violation of the Certificate of Incorporation Formation, partnership agreement or By-Laws any other organizational documents of Seller;Borrower; and (vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased Assets; (vii) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions contemplated by this Agreement; and (viii) The chief principal executive office of Seller Borrower is the address stated with respect to Borrower in the recitals above.

Organization, Power and Qualification. (i) Seller Borrower is a corporation that is duly organized, organized and validly existing and in good standing under the laws of the State of Delaware Delaware, and is duly qualified and in good standing to do engage in its regular course of business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect; (ii) Seller has full corporate power and authority to enter into Each of this Agreement and to take any action and execute any documents required by the terms hereof; (iii) This Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) have Term Note has been duly authorized by all necessary corporate proceedingsproceedings of Borrower, and this Agreement has been duly and validly executed and delivered by SellerBorrower, and, assuming due authorization, execution and delivery by PurchaserLender, is a legal, valid and binding obligation of SellerBorrower, enforceable against Borrower in accordance with the terms hereofhereof and thereof, except as such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, now or hereafter in effect, relating to or affecting the rights, powers, privileges, remedies or interests of creditors generally, (b) rules or principles of equity affecting enforcement of obligations generally, whether at law, in equity or otherwise, or (c) the exercise of the discretionary powers of any court or other authority before which a proceeding may be brought seeking equitable remedies, including, without limitation, specific performance and injunctive relief (each, a “Bankruptcy Exception”); (iviii) No consent, approval, authorization, order, registration or qualification of, or with, any person, or of, or with, any court or regulatory authority or other governmental body having jurisdiction over SellerBorrower, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller Borrower of this Agreement Agreement, the Term Note, or the documents and instruments contemplated hereby or thereby or the taking by Seller Borrower of any actions contemplated hereinherein or therein, is requiredrequired except for (a) the filing of a notice on Form D under the Securities Act of 1933, as amended and (b) the compliance with applicable state securities laws, (c) the consent of Perseus Partners VII, L.P. to the Term Loan and the liens granted under this Agreement, and (d) the listing of the shares of the Borrower’s common stock issuable upon exercise of the Warrant on Nasdaq; (viv) None of Seller’s Neither the execution and delivery of this Agreement, Seller’s the Term Note, the consummation of the transactions contemplated hereby or Seller’s thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts and the Term Note by Borrower, conflict with or results result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller Borrower is now a party, or by which Seller Borrower or any of SellerBorrower’s property is now bound, and none of nor does such execution, delivery, consummation or compliance by Seller will violate or result in a the violation of the Restated Certificate of Incorporation Incorporation, as amended, Bylaws or By-Laws any other organizational documents of SellerBorrower (in each case as in effect on the date hereof); (v) There is no pending or threatened claim or proceeding by or before any court or governmental agency against or affecting the Borrower which, if adversely decided would have a material adverse effect on the business, operations or financial condition of the Borrower or on the ability of the Borrower to perform its obligations under this Agreement, the Term Note, or the documents and instruments contemplated hereby or thereby; and (vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased Assets; (vii) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions contemplated by this Agreement; and (viii) The chief principal executive office of Seller Borrower is the address stated in the recitals aboveherein.

Organization, Power and Qualification. (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified and in good standing to do business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications; (ii) Seller has full corporate power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof; (iii) This Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) have been duly authorized by all necessary corporate proceedings, and this Agreement has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable in accordance with the terms hereof; (iv) No consent, approval, authorization, order, registration or qualification of, or with, any court or regulatory authority or other governmental body having jurisdiction over Seller, the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement or the documents and instruments contemplated hereby or the taking by Seller of any actions contemplated herein, is required; (v) None of Seller’s 's execution and delivery of this Agreement, Seller’s 's consummation of the transactions contemplated hereby or Seller’s 's fulfillment of or compliance with the terms and conditions of this Agreement conflicts with or results in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s 's property is now bound, and none of such execution, delivery, consummation or compliance by Seller will violate or result in a violation of the Certificate of Incorporation or By-Laws of Seller; (vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased Assets; (vii) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions contemplated by this Agreement; and (viii) The chief executive office of Seller is the address stated in the recitals above.

Organization, Power and Qualification. (i) Seller is a corporation Delaware limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and is duly licensed and qualified and to engage in good standing to do its regular course of business in each jurisdiction in which the character of its properties or the nature of its activities requires such qualifications;, except where the failure to be so qualified, licensed or in good standing would not affect the enforceability of any Transaction or Transaction Document or any rights and remedies related to the other Assigned Property. (ii) Seller has full corporate power and authority to enter into this Agreement and the Assignment and to take any action and execute any documents required by the terms hereof;hereof and thereof. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been properly approved by Seller (including approval by the Board of Directors (or a duly authorized committee of the Board of Directors) of Celadon Group, Inc.) following disclosure of all material facts and information (including the fact that certain officers and/or directors of Seller and/or Celadon Group, Inc. are also owners, managers and/or officers of Purchaser). This Agreement and the transactions contemplated hereby have been properly disclosed in accordance with all applicable laws, including any public disclosure required by applicable securities laws to which Celadon Group, Inc. and/or its affiliates may be subject. (iii) This Each of this Agreement and all related transactions (including, without limitation, the ability to transfer and convey the Purchased Assets) have Assignment has been duly authorized by all necessary corporate proceedingsproceedings of Seller, and this Agreement has been duly and validly executed and delivered by Seller, and, assuming due authorization, execution and delivery by Purchaser, is a are legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with the terms hereof;hereof and thereof. (iv) No consent, approval, authorization, order, registration or qualification of, or with, any person, or of, or with, or notice to, including, without limitation, a notification under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, any court or regulatory authority or other governmental body having jurisdiction over SellerSeller (collectively, “Governmental Authorities”), the absence of which would adversely affect the legal and valid execution, delivery and performance by Seller of this Agreement Agreement, the Assignment, or the documents and instruments contemplated hereby or thereby, or the taking by Seller of any actions contemplated hereinherein or therein, is required;. The sale of Transactions contemplated in this Agreement and the Assignment complies with all applicable bulk sale laws. Notwithstanding the foregoing, Seller shall be solely responsible for the procurement, to the extent necessary, of all approvals and consents with respect to the transactions contemplated herein from Governmental Authorities and shall bear all responsibility and/or liability resulting from any failure to procure any said approvals and/or consent and/or any failure to comply with any applicable bulk sales laws. (v) None Seller has not violated the Workers Adjustment and Retaining Act (the “WARN Act”). Notwithstanding the generality of Seller’s the foregoing, Seller shall be solely responsible for complying with and shall bear all responsibility and/or liability resulting from any failure to provide required notice or any other violation of any term or requirement of the WARN Act, as amended, as a result of the transactions contemplated herein and in the Assignments. (vi) Neither the execution and delivery of this Agreement, Seller’s the Assignment, the consummation of the transactions contemplated hereby or Seller’s thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflicts or the Assignment by Seller, conflict with or results result in a breach of or a default under any of the terms, conditions or provisions of any legal restriction by which Seller is a party or is now bound (including, without limitation, any judgment, order, injunction, decree or ruling of any court or governmental authority, or any federal, state, local or other law, statute, rule or regulation) or any material covenant or agreement or instrument to which Seller is now a party, or by which Seller or any of Seller’s Sellers’ property is now bound, and none of nor does such execution, delivery, consummation or compliance by Seller will violate or result in a the violation of the Certificate Articles of Incorporation or Incorporation, By-Laws laws or any other organizational document or agreement of Seller; (vi) Seller has valid title to the Purchased Assets, free and clear of any Lien, and Seller has not previously assigned, sold or hypothecated any interest that it has in any Purchased Asset, and upon consummation of the transactions contemplated hereby, Seller will convey to Purchaser the Purchased Assets and will be entitled to all of the benefits due and owing to Seller under the Account Documents relating to the Purchased Assets;. (vii) There is no action, suit or proceeding pending, or, to the knowledge of Seller, threatened, against Seller in any court or by or before any Governmental Entity which would materially affect the ability of Seller to carry out the transactions The sales and purchases contemplated by this Agreement; andAgreement and any Assignment will each be made in the ordinary course of the business of Seller and shall not constitute a sale of all or substantially all of the assets of Seller. (viii) The chief principal executive office of Seller is the address stated with respect to Seller in the recitals above. (ix) No action, arbitration, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) is pending or threatened challenging the lawfulness of the transactions contemplated herein and/or seeking to prevent or delay the transactions contemplated herein.