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

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. Except as set forth in Schedule 3.1.4, the The execution, delivery and performance of this Agreement by each the 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, of any other person under, under (a) any existing law, ordinance, or governmental rule or regulation to which any the 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 the Seller, (c) the charter documents of any Seller or any securities issued by any the Seller, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorizationlicense, or other instrument, document or legally enforceable understanding, oral or written, to which any the Seller is a party, by which any the 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 the Seller thereunder, except in the cases of clauses (a), (b) and (d), as for any such violations or conflicts which would not materially adversely impair the Assets or otherwise materially affect the Assets or the conduct of the Businesshave a Material Adverse Effect. Except as would not materially adversely impair aforesaid or provided in the Assets or otherwise materially adversely affect the conduct of the BusinessHSR Act, 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 the Seller, except for any Seller. Solely for purposes such approvals, consents, registrations or filings, the failure of this Section 3.1.4, 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 diminution in the value of the Assets which is reasonably anticipated Operating Authorities or base plates 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 materialthe Purchaser.

Validity of Contemplated Transactions, etc. Except as set forth in Schedule 3.1.4, the The execution, delivery and performance of this Agreement by each Seller the 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, of any other person under, Person under (ai) any existing law, ordinanceregulation of any Governmental Body to which the Purchaser, or governmental rule or regulation to which any Seller Purchaser’s Knowledge, the Company is subject, (bii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which Governmental Body that is applicable to any SellerPurchaser or, to such Purchaser’s Knowledge, the Company, (ciii) to Purchaser’s Knowledge, the charter organizational documents of any Seller the Company or any securities issued by any Sellerthe Company, or (div) the organizational documents of the Purchaser or any securities issued by the Purchaser, or (v) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understandingunderstanding (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 Purchaser or, to Purchaser’s Knowledge, the Company is a party, by which any Seller Purchaser or the Company may have rights or by which any of the Assets Company’s assets or its Subsidiaries 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 Subsidiary thereunder, except in each case (i) through (v), other than (A) in the cases case of clauses (a)consents, (b) those that have already been obtained or that are to be obtained prior to Closing and (d), B) such as would could not materially adversely impair the Assets reasonably be likely to have a material adverse effect. No authorization 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 Governmental Body is required in connection with the execution, delivery or performance of this Agreement by any Seller. Solely for purposes of this Section 3.1.4the Purchaser, 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 materialexcept as otherwise set forth herein.

Validity of Contemplated Transactions, etc. Except as set forth in Schedule 3.1.4, the The execution, delivery and performance of this Agreement and each of Seller's Documents by each Seller does not and will not violate, conflict with or result in the breach (or would result in a breach but for any requirement of notice or lapse of time or both) of any term, condition or provision of, or require the consent of, of any other person under, (a) assuming compliance with the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), any existing law, ordinance, or governmental rule or regulation to which Seller or any Seller of the Purchased Assets 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 Sellerof the Purchased Assets, (c) the charter documents certificate of any Seller incorporation and bylaws, as amended, of, or any securities issued by any by, Seller, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorizationAuthorization, 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 Transferred Business, the Purchased Assets or the Purchaser 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 Businessaforesaid, no authorizationAuthorization, 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 or 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 materialSeller's Documents by Seller.

Validity of Contemplated Transactions, etc. Except as set forth in Schedule 3.1.4on SCHEDULE 3.1.3, neither the execution, delivery and performance of this Agreement or the Seller Closing Documents by each Seller does not and 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 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 existing law, ordinance, or governmental rule or regulation Regulation to which any Seller of the Sellers, the Business, any of the Purchased Assets or CPI is subject, ; (b) any judgmentOrder to which any of the Sellers, orderthe Business, writ, injunction, decree any of the Purchased Assets or award of any court, arbitrator or governmental or regulatory official, body or authority which CPI is applicable to any Seller, subject; (c) the charter or organizational documents of any Seller of, or any securities issued by by, any Sellerof the Sellers, CPI or the Partnership; or (d) any mortgageEncumbrance, indentureContract (including any collective bargaining agreement), agreementEmployee Plan, contract, commitment, lease, plan, authorizationAuthorization, or other instrument, document or understandingundertaking, oral or written, to which any Seller or CPI is a party, by which any Seller may have rights party or by which any Seller, the Business, any of the Purchased Assets may be 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 thereunderor CPI thereunder if such termination, except in the cases of clauses (a)modification, (b) and (d), as acceleration or other change would not materially adversely impair the Assets or otherwise materially affect the Assets or the conduct of the Businesshave a Material Adverse Effect. Except as would not materially adversely impair the Assets or otherwise materially adversely affect the conduct of the Businessaforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority Governmental Authority is required (i) in connection with the execution, delivery or and performance of this Agreement or any of the Seller Closing Documents by any Seller. Solely for purposes of this Section 3.1.4the Sellers or the consummation of the transactions contemplated hereby or thereby, any diminution or (ii) to enable Purchaser, Worthington Warehouse and WS Michigan to continue to operate the Business in the value of the Assets which is reasonably anticipated same manner as operated prior 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 materialClosing.