Common use of Validity of Contemplated Transactions, etc Clause in Contracts

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. The execution, delivery ------------------------------------------- and performance of this Agreement by the Seller and the Shareholder 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, (a1) any existing law, ordinance, or governmental rule or regulation to which the Seller are or the Shareholder is subject, (b2) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Sellerthe Seller or the Shareholder, (c3) the charter documents of the Seller or any securities issued by the 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, (d4) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which the Seller or the Shareholder is a party, by which the Seller or the Shareholder 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 the 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 (other than notice to appropriate banking regulatory authorities) is required in connection with the execution, delivery or performance of this Agreement by Sellerthe Seller or the Shareholder.

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 SellerSeller or Member, (c) the charter documents of Seller or any securities issued by 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, lease, plan, Authorization (hereinafter defined in Section 3.1.15), or other instrument, document or understanding, oral or written, to which Seller is or the Members are a party, by which Seller or Member may have rights or by which the Business or 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 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 SellerSeller or Member.

Validity of Contemplated Transactions, etc. 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 the Company or any Seller are 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 the Company or any Seller, (c) the charter documents of Seller, the Company or any resolutions adopted securities issued by the board of directors Company, or shareholders of either Seller, any shareholder voting agreement entered into by the shareholders of either Seller, (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.10), or other instrument, document or understanding, oral or written, to which the Company or any Seller is a party, by which the Company or any Seller may have rights or by which any of the Purchased Assets assets of the Company 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 the Company or any Seller thereunder. Except as aforesaid, no 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.

Validity of Contemplated Transactions, etc. The Except as set forth on SCHEDULE 3.1.4, 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 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 charter documents of Seller or any securities issued by 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 material provision of any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.17), 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 or shareholders 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. The execution, delivery and performance of this Agreement by the Seller and the Shareholders 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 the Seller are or the Shareholders 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 Sellerthe Seller or the Shareholders, (c) the charter documents of the Seller or any securities issued by the 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, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which the Seller or the Shareholders is a party, by which the Seller or the Shareholders 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 the 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 Sellerthe Seller or the Shareholders.