Common use of Status of Agreements Clause in Contracts

Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 ("Other Purchaser No. 1 Documents") in connection herewith has been taken by Purchaser No. 1. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and constitutes the valid and binding obligation of Purchaser No. 1 enforceable in accordance with its terms. All Other Purchaser No. 1 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 enforceable in accordance with their respective terms. (b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for Purchaser No. 1's primary lender, Deutsche Financial Services Company, whose consent shall be obtained prior to Closing) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 Documents in connection herewith. (c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 Documents in connection herewith does or will: (i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 1; (ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser is a party or by which Purchaser No. 1 or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 1; or (iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 1.

Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 2 ("Other Purchaser No. 1 2 Documents") in connection herewith has been taken by Purchaser No. 1. 2. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and 2and constitutes the valid and binding obligation of Purchaser No. 1 2 enforceable in accordance with its terms. All Other Purchaser No. 1 2 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 2 enforceable in accordance with their respective terms. (b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for Purchaser No. 12's primary lender, Deutsche Financial Services Company, whose consent shall be obtained prior to Closing) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 2 Documents in connection herewith. (c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 2 Documents in connection herewith does or will: (i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 12; (ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser No. 2 is a party or by which Purchaser No. 1 2 or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 12; or (iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 12.

Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 ("Other Purchaser No. 1 Documents") in connection herewith has been taken by Purchaser No. 1. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and constitutes the valid and binding obligation of Purchaser No. 1 enforceable in accordance with its terms. All Other Purchaser No. 1 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 enforceable in accordance with their respective terms. (b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for Purchaser No. 1's primary lenderlenders, Deutsche Financial Services Company, et al, whose consent shall be obtained prior to Closing) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 Documents in connection herewith. (c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 Documents in connection herewith does or will: (i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 1; (ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser is a party or by which Purchaser No. 1 or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 1; or (iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 1.

Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 ("Other Purchaser No. 1 Documents") in connection herewith has been taken by Purchaser No. 1. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and constitutes the valid and binding obligation of Purchaser No. 1 enforceable in accordance with its terms. All Other Purchaser No. 1 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 enforceable in accordance with their respective terms. (b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for providing Purchaser No. 1's primary lenderlenders, GE Commercial Distribution Finance Corporation, formerly known as Deutsche Financial Services Company, whose consent shall be obtained et al, with a certificate prior to ClosingClosing certifying that this transaction is a permitted acquisition as defined in the Credit Facilities Agreement between the parties) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 Documents in connection herewith. (c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 Documents in connection herewith does or will: (i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 1; (ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser is a party or by which Purchaser No. 1 or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 1; or (iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 1.

Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 2 ("Other Purchaser No. 1 2 Documents") in connection herewith has been taken by Purchaser No. 1. 2. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and 2and constitutes the valid and binding obligation of Purchaser No. 1 2 enforceable in accordance with its terms. All Other Purchaser No. 1 2 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 2 enforceable in accordance with their respective terms. (b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for providing Purchaser No. 12's primary lenderlenders, GE Commercial Distribution Finance Corporation, formerly known as Deutsche Financial Services Company, whose consent shall be obtained et al, with a certificate prior to Closingclosing certifying that the transaction is a permitted acquisition as defined in the Credit Facilities Agreement between the parties) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 2 Documents in connection herewith. (c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 2 Documents in connection herewith does or will: (i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 12; (ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser No. 2 is a party or by which Purchaser No. 1 2 or any of Purchaser's assets or properties is bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 12; or (iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 12.

Status of Agreements. (a) All requisite corporate action (including action of its Board of Directors) to approve, execute, deliver and perform this Agreement and each of the other agreements, instruments and other documents to be delivered by and on behalf of Purchaser No. 1 2 ("Other Purchaser No. 1 2 Documents") in connection herewith has been taken by Purchaser No. 1. 2. This Agreement has been duly and validly executed and delivered by Purchaser No. 1 and 2and constitutes the valid and binding obligation of Purchaser No. 1 2 enforceable in accordance with its terms. All Other Purchaser No. 1 2 Documents in connection herewith will, when executed and delivered, constitute the valid and binding obligation of Purchaser No. 1 2 enforceable in accordance with their respective terms. (b) No authorization, approval, consent or order of, or registration, declaration or filing with, any court, governmental body or agency or other public or private body, entity or person is required (except for Purchaser No. 12's primary lenderlenders, Deutsche Financial Services Company, et al, whose consent shall be obtained prior to Closing) in connection with the execution, delivery or performance of this Agreement or any Other Purchaser No. 1 2 Documents in connection herewith. (c) Neither the execution, delivery nor performance of this Agreement or any of the Other Purchaser No. 1 2 Documents in connection herewith does or will: (i) conflict with, violate or result in any breach of any judgment, decree, order, statute, ordinance, rule or regulation applicable to Purchaser No. 12; (ii) conflict with, violate or result in any breach of any agreement or instrument to which Purchaser No. 2 is a party or by which Purchaser No. 1 2 or any of Purchaser's assets or properties is E51 bound, or constitute a default thereunder or give rise to a right of acceleration of an obligation of Purchaser No. 12; or (iii) conflict with or violate any provision of the Articles of Incorporation or By-Laws of Purchaser No. 12.