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 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 and each of Seller's Documents by 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 material term, condition or provision of, or require the consent of any other person under: , (ia) 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 Regulation (as hereinafter defined) existing law, ordinance, or governmental rule or regulation to which Seller or any of the Purchased Assets is subject other than filings required under the HSR Act and the Securities Exchange Act of 1934subject, as amended, (iib) any judgment, order, writ, injunction, decree or award of any court, arbitrator or Governmental Entity governmental or regulatory official, body or authority which is applicable to Seller, Seller or any of the Purchased Assets, (iiic) the charter documents certificate of Seller incorporation and bylaws, as amended, of, or any securities issued by by, Seller, or or (ivd) any material mortgage, indenture, undertaking, note, bond, debenture, letter of credit, commitment, agreement, contract, commitment, lease, plan, Authorization, Holdings' Contract (including but not limited to the Equipment Leases) or other instrument, document or understanding, whether oral or not assigned hereby (collectivelywritten, the "CONTRACTS"), by which Seller may have rights or by which any of the Transferred Business, the Purchased Assets or the Purchaser may be bound or affected. No fact , or condition exists which would give any party to a Contract with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller or Holdings in or to any material Assetthereunder. Except as aforesaid, no Authorization, approval or consent of, and no registration or filing with, any Governmental Entity governmental or regulatory official, body or authority is required in connection with the execution, delivery or performance of this Agreement or any of the Seller's Documents by Seller.

Validity of Contemplated Transactions, etc. The Except as provided on SCHEDULE 3.1(c), the execution, delivery and performance of this Agreement by Seller and Seller Stockholder 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 or Seller Stockholder is subject other than filings required under the HSR Act and the Securities Exchange Act of 1934, as amendedsubject, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or Governmental Entity which is applicable to SellerSeller or Seller Stockholder, (iii) the charter documents of Seller or Seller Stockholder or any securities issued by SellerSeller or Seller Stockholder, or (iv) any material mortgage, indenture, undertaking, note, bond, debenture, letter of credit, commitment, agreement, contract, lease, Authorization, Holdings' Assigned Contract (including but not limited to the Vehicle Operating Leases and Equipment Leases) or other instrument, or understanding, whether or not assigned hereby (collectively, the "CONTRACTS"), by which Seller or Seller Stockholder 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 Seller Stockholder in or to any material Assetthe Assets. 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 SellerSeller and Seller Stockholder.