Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by Purchaser does not and will not in any material respect violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to, (a) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Purchaser, (c) the charter documents or By-Laws of, or any securities issued by, Purchaser, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which Purchaser is a party or by which Purchaser is otherwise bound. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by Purchaser.
Validity of Contemplated Transactions, etc. Except as set forth on SCHEDULE 3.1.3, neither the execution, delivery and performance of this Agreement or the Seller Closing Documents by any of the Sellers, nor the consummation of the transactions contemplated hereby or thereby violates, conflicts with or results in the breach of, or will violate, conflict with or result in the breach of, any term, condition or provision of, or requires or will require the consent of any other Person under: (a) any Regulation to which any of the Sellers, the Business, any of the Purchased Assets or CPI is subject; (b) any Order to which any of the Sellers, the Business, any of the Purchased Assets or CPI is subject; (c) the charter or organizational documents of, or any securities issued by, any of the Sellers, CPI or the Partnership; or (d) any Encumbrance, Contract (including any collective bargaining agreement), Employee Plan, Authorization, or other instrument, document or undertaking, oral or written, to which any Seller or CPI is a party or by which any Seller, the Business, any of the Purchased Assets or CPI is otherwise bound or affected, which violation, conflict or breach, in the case of this clause (d), individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of any Seller or CPI thereunder if such termination, modification, acceleration or other change would have a Material Adverse Effect. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required (i) in connection with the execution, delivery and performance of this Agreement or any of the Seller Closing Documents by any of the Sellers or the consummation of the transactions contemplated hereby or thereby, or (ii) to enable Purchaser, Worthington Warehouse and WS Michigan to continue to operate the Business in the same manner as operated prior to Closing.
Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by Seller does not and will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other person under:
(i) any Regulation (as hereinafter defined) to which Seller is subject other than filings required under the HSR Act and the Securities Exchange Act of 1934, as amended,
(ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or Governmental Entity which is applicable to Seller,
(iii) the charter documents of Seller or any securities issued by Seller, or
(iv) any material mortgage, indenture, undertaking, note, bond, debenture, letter of credit, commitment, agreement, contract, lease, Authorization, Holdings' Contract (including but not limited to the Equipment Leases) or other instrument, or understanding, whether or not assigned hereby (collectively, the "CONTRACTS"), by which Seller may have rights or by which any of the Assets may be bound or affected. No fact or condition exists which would give any party to a Contract the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller or Holdings in or to any material Asset. Except as aforesaid, no Authorization, approval or consent of, and no registration or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement by Seller.
Validity of Contemplated Transactions, etc. The execution, ------------------------------------------ delivery and performance of this Agreement by Seller and the Managing Members do not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other person under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller or any of the Managing Members is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Seller or any of the Managing Members, (c) the organizational documents of Seller or any membership interests issued by Seller, or (d) except as set forth on Schedule 3.1.4 or Schedule 3.1.14, any Material Contract, or give any person the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller or any of the Managing Members thereunder (the consents listed on Schedules 3.1.4 and 3.1.14 being the "Required Consents"). Except as listed on SCHEDULE 3.1.11, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required by Seller or the Managing Members in connection with the execution, delivery or performance of this Agreement by Seller or any of the Managing Members (the consents listed on Schedule 3.1.11 being the "Governmental Consents").
Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Amended Agreement by the Members and Seller does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other person under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller or Members are subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Seller or Member, (c) the charter documents of Seller or any securities issued by Seller, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.15), or other instrument, document or understanding, oral or written, to which Seller or the Members are a party, by which Seller or Member may have rights or by which the Business or any of the Assets may be bound or affected, or give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller or the Members thereunder. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Amended Agreement by Seller or Member.
Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by Purchaser does not and will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other party under, (i) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Purchaser, (iii) the Articles of Incorporation or Bylaws of, or any securities issued by, Purchaser, or (iv) any contract to which Purchaser is a party or by which Purchaser is otherwise bound. Except as otherwise contemplated by this Agreement, no Authorization, approval or consent of, and no registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance of this Agreement by Purchaser.
Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by the Note Holder does not and will not violate, conflict with or result in the breach of any term, condition or provision of any agreement to which the Note Holder is a party, or require the approval or consent of any other party, except for such approvals or consents as have already been obtained. No authorization, approval or consent of, and no registration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement by the Note Holder, except for such approvals, consents, registrations or filing as have already been obtained or made.
Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement and Purchaser's Documents by Purchaser does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to, (a) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator of governmental or regulatory official, body or authority which is applicable to Purchaser, (c) the certificate of incorporation or bylaws of, or any securities issued by, Purchaser, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which Purchaser is a party or by which Purchaser is otherwise bound or affected. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement and Purchaser's Documents by Purchaser.
Validity of Contemplated Transactions, etc. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby violates, conflicts with or results in the breach of any term, condition or provision of, or requires the consent of any other Person or accelerates the performance required by, or results in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, under (i) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Purchaser, (iii) the Articles of Incorporation, By-laws, or Code of Regulations of, or any securities issued by, Purchaser, or (iv) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which Purchaser is a party or by which Purchaser is otherwise bound. No authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by Purchaser.
Validity of Contemplated Transactions, etc. 9 (d) No Third Party Options . . . . . . . . . . . . . . 10 (e) Financial Statements . . . . . . . . . . . . . . . 10 (f) Taxes; Tax and Other Returns and Reports . . . . . 10 (g)
