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 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. 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 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 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, (c) the charter documents of Seller, any resolutions adopted by the board of directors or shareholders of either Seller, any shareholder voting agreement entered into by the shareholders of either Seller, (d) any mortgage, indenture, agreement, contract, commitment, or other instrument, document or understanding, oral or written, to which Seller is a party, by which Seller may have rights or by which any of the Purchased 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 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 Agreement by Seller.
Validity of Contemplated Transactions, etc. Except as set forth in Schedule 3.1.4, the execution, delivery and performance of this Agreement by each 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 any Seller 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 any Seller, (c) the charter documents of any Seller or any securities issued by any Seller, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which any Seller is a party, by which any Seller may have rights or by which 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 any Seller thereunder, except in the cases of clauses (a), (b) and (d), as would not materially adversely impair the Assets or otherwise materially affect the Assets or the conduct of the Business. Except as would not materially adversely impair the Assets or otherwise materially adversely affect the conduct of the Business, 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 Agreement by any Seller. Solely for purposes of this Section 3.1.4, any diminution in the value of the Assets which is reasonably anticipated to exceed $175,000 and any other breach of this Section 3.1.4 which would reasonably be anticipated to cost in excess of $175,000 to cure, will be deemed material.
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 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 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. The execution, delivery and performance of this Agreement by the Sellers will not contravene or violate (a) any law, rule or regulation to which either Seller is subject or (b) any judgment, order, writ, injunction or decree of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to either Seller; nor will such execution, delivery or performance violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to (except for such consents as have been already been obtained, all of which are listed on Schedule 3.2), any contract, commitment, agreement, lease, license, permit, authorization, document or other understanding, oral or written, to or by which either Seller is a party or otherwise bound or affected. 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 either Seller.
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:
Validity of Contemplated Transactions, etc. The execution, ------------------------------------------ delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby, 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 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, (c) the Articles of Organization and By-Laws, each as amended to date, of, or any securities issued by Seller, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, permit license, or other instrument, document or understanding , oral or written, to which Seller is a party, by which Seller may have rights or by which any of the Assets may be bound or affected, or give any party, by which Seller may have rights or by which any of the Assets may be bound or affected, or give any party the right thereunder the right to terminate, modify, accelerate, cancel or otherwise change the existing rights or obligations of Seller thereunder. Except as disclosed by Seller and agreed to by Purchaser on or before the Closing Date no authorization, approval or consent of, and no resignation or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement by Seller.
