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

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. Except as set forth identified on SCHEDULE 3.1.33.1(C), neither the execution, delivery and performance of this Agreement or by each of the Sellers and 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 Shareholders does not and will not violate, conflict with or result in the breach of, of any material term, condition or provision of, require notice to or requires or will require the consent of any other Person under: person, result in the acceleration of or give any party a right to terminate, modify, accelerate or change the terms, rights or obligations under any of the following: (ai) any Regulation (as hereinafter defined); (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or Governmental Entity; (iii) the charter documents of any of the Sellers or any securities issued by any Seller; or (iv) any material mortgage, indenture, undertaking, note, bond, debenture, letter of credit, commitment, agreement, contract, lease, Authorization, Assigned Contract (including but not limited to Vehicle Operating Leases and Equipment Leases) or other instrument, or understanding, whether or not assigned hereby (collectively, the "CONTRACTS"), by which any of the Sellers, the Business, any of the Purchased Assets Sellers may have rights or CPI is subject; (b) any Order to by 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 may be bound or affected. As of the Effective Date and as of the Closing Date, no fact or condition exists or will exist which violation, conflict or breach, would result in the case termination 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 to a Contract the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of any Seller the Sellers in or CPI thereunder if such termination, modification, acceleration to the Assets or other change would have a Material Adverse Effectthe Business. Except as aforesaidotherwise identified on SCHEDULE 3.1(C), no authorizationAuthorization, approval or consent of, and no registration or filing with, any Governmental Authority Entity is required (i) in connection with the execution, delivery and or 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 Closingby any Seller Shareholder.

Validity of Contemplated Transactions, etc. Except as set forth on SCHEDULE 3.1.3, neither the The execution, delivery and performance of this Agreement or by 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 does not and will not violate, conflict with or result in the breach of, of any term, condition or provision of, or requires or will require the consent of any other Person under: person under (a) any Regulation existing law, ordinance, or governmental rule or regulation to which any of the Sellers, the Business, any of the Purchased Assets or CPI Seller is subject; , (b) any Order judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to which any of the SellersSeller, 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 SellersSeller, CPI or the Partnership; or (d) any Encumbrancemortgage, Contract (including any collective bargaining indenture, agreement), Employee Plancontract, Authorizationcommitment, lease, license, or other instrument, document or undertakinglegally enforceable understanding, oral or written, to which any the Seller or CPI is a party party, by which the Seller may have rights or by which any Seller, the Business, any of the Purchased Assets or CPI is otherwise may be 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 the Seller thereunder, except for any Seller such violations or CPI thereunder if such termination, modification, acceleration or other change conflicts which would not have a Material Adverse Effect. Except as aforesaidaforesaid or provided in the HSR Act, no authorization, approval or consent of, and no registration or filing with, any Governmental Authority governmental or regulatory official, body or authority is required (i) in connection with the execution, delivery and or performance of this Agreement by the Seller, except for any such approvals, consents, registrations or filings, the failure of which to obtain or make would not have a Material Adverse Effect; it being understood that the Seller makes no representation or warranty as to its ability to transfer any of the Seller Closing Documents by any of Operating Authorities or base plates to 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. Except as set forth on SCHEDULE 3.1.3, neither the The execution, delivery and performance of this Agreement or by 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 Purchaser does not and will not violate, conflict with or result in the breach of, of any term, condition or provision of, or requires or will require the consent of any other Person under: under (ai) any Regulation existing regulation of any Governmental Body to which the Purchaser, or to Purchaser’s Knowledge, the Company is subject, (ii) any judgment, order, writ, injunction, decree or award of any Governmental Body that is applicable to Purchaser or, to such Purchaser’s Knowledge, the Company, (iii) to Purchaser’s Knowledge, the organizational documents 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, Company or any securities issued byby the Company, any or (iv) the organizational documents of the SellersPurchaser or any securities issued by the Purchaser, CPI or the Partnership; or (dv) any Encumbrancemortgage, Contract (including any collective bargaining indenture, agreement), Employee Plancontract, Authorizationcommitment, lease, plan, authorization, or other instrument, document or undertakingunderstanding (excluding, for the avoidance of doubt, (x) the Credit Agreement and all documents contemplated thereunder and (y) that certain Credit Agreement among Purchaser, the Lenders from time to time party thereto and LegacyTexas Bank dated October 3, 2016, as amended, and all documents contemplated thereunder (the “CRBO Credit Agreement”)), oral or written, to which any Seller or CPI Purchaser or, to Purchaser’s Knowledge, the Company is a party party, by which Purchaser or the Company may have rights or by which any Seller, the Business, any of the Purchased Assets Company’s assets or CPI is otherwise its Subsidiaries may be 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 the Company or any Seller Subsidiary thereunder, in each case (i) through (v), other than (A) in the case of consents, those that have already been obtained or CPI thereunder if that are to be obtained prior to Closing and (B) such termination, modification, acceleration or other change would as could not reasonably be likely to have a Material Adverse Effectmaterial adverse effect. Except as aforesaid, no authorization, No authorization or approval or consent of, and no registration or filing with, any Governmental Authority Body is required (i) in connection with the execution, delivery and or performance of this Agreement or any of by 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 except as operated prior to Closingotherwise set forth herein.

Validity of Contemplated Transactions, etc. Except for filings as set forth on SCHEDULE 3.1.3may be required under (i) the HSR Act or (ii) the Competition Act, neither and except as disclosed in Schedule 3.2.3 of the Disclosure Schedule, 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 Purchaser does not and will not violate, conflict with or result in the breach of, of any term, condition or provision of, or requires or will require the consent of any other Person 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 person the right to terminate, modify, accelerate or otherwise adversely change the existing rights or obligations of Purchaser under, (a) any Seller law, ordinance, or CPI thereunder if such terminationgovernmental rule or regulation to which Purchaser is subject, modification(b) any judgment, acceleration 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 bylaws of, or any securities issued by, Purchaser, or (d) any mortgage, indenture, agreement, authorization, or other change instrument, document or understanding, oral or written, to which Purchaser is a party, by which Purchaser may have rights, except in the case of clause of (a), (b) and (d) as would have a Material Adverse Effectnot reasonably be expected to adversely affect Purchaser's ability to perform its obligations under this Agreement. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any Governmental Authority governmental or regulatory official, body or authority is required (i) in connection with the execution, delivery and or 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. Except as set forth on SCHEDULE 3.1.3in Schedule 3.1.4, neither the execution, delivery and performance of this Agreement or the by each 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 does not and will not violate, conflict with or result in the breach of, of any term, condition or provision of, or requires or will require the consent of of, any other Person person under: , (a) any Regulation existing law, ordinance, or governmental rule or regulation to which any of the Sellers, the Business, any of the Purchased Assets or CPI Seller is subject; , (b) any Order judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to which any of the SellersSeller, the Business, any of the Purchased Assets or CPI is subject; (c) the charter or organizational documents of, of any Seller or any securities issued byby any Seller, any of the Sellers, CPI or the Partnership; or (d) any Encumbrancemortgage, Contract (including any collective bargaining indenture, agreement), Employee Plancontract, Authorizationcommitment, lease, plan, authorization, or other instrument, document or undertakingunderstanding, oral or written, to which any Seller or CPI is a party party, by which any Seller may have rights or by which any Seller, the Business, any of the Purchased Assets or CPI is otherwise may be 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 thereunder, except in the cases of clauses (a), (b) and (d), as would not materially adversely impair the Assets or CPI thereunder if such termination, modification, acceleration otherwise materially affect the Assets or other change would have a Material Adverse Effectthe conduct of the Business. Except as aforesaidwould 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 Authority governmental or regulatory official, body or authority is required (i) in connection with the execution, delivery and or performance of this Agreement or by any Seller. Solely for purposes of this Section 3.1.4, any diminution in the value of the Seller Closing Documents by Assets which is reasonably anticipated to exceed $175,000 and any other breach of the Sellers or the consummation this Section 3.1.4 which would reasonably be anticipated to cost in excess of the transactions contemplated hereby or thereby$175,000 to cure, or (ii) to enable Purchaser, Worthington Warehouse and WS Michigan to continue to operate the Business in the same manner as operated prior to Closingwill be deemed material.