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 and the Managing Members do 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 any of the Managing Members 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 of the Managing Members, (c) the organizational documents of Seller or any membership interests issued by Seller, or (d) except as set forth on Schedule 3.1.4 or Schedule 3.1.14, any Material Contract, or give any person the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller or any of the Managing Members thereunder (the consents listed on Schedules 3.1.4 and 3.1.14 being the "Required Consents"). Except as listed on SCHEDULE 3.1.11, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required by Seller or the Managing Members in connection with the execution, delivery or performance of this Agreement by Seller or any of the Managing Members (the consents listed on Schedule 3.1.11 being the "Governmental Consents").

Validity of Contemplated Transactions, etc. The execution, ------------------------------------------ ------------------------------------------- delivery and performance of this Agreement by each Seller and the Managing Members do 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 the Company or any of the Managing Members 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 the Company or any of the Managing MembersSeller, (c) the organizational charter documents of Seller the Company or any membership interests securities issued by Sellerthe Company, or (d) except as set forth on Schedule 3.1.4 any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.10), or Schedule 3.1.14other instrument, document or understanding, oral or written, to which the Company or any Material ContractSeller is a party, by which the Company or any Seller may have rights or by which any of the assets of the Company may be bound or affected, or give any person party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller the Company or any of the Managing Members thereunder (the consents listed on Schedules 3.1.4 and 3.1.14 being the "Required Consents")Seller thereunder. Except as listed on SCHEDULE 3.1.11, no No authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required by Seller or the Managing Members in connection with the execution, delivery or performance of this Agreement by Seller or any of the Managing Members (the consents listed on Schedule 3.1.11 being the "Governmental Consents")Seller.

Validity of Contemplated Transactions, etc. The execution, ------------------------------------------ delivery and performance of this Agreement by Seller and the Managing Members do 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 or any of the Managing Members 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 of the Managing MembersSeller, (c) the organizational documents Articles of Seller Organization and By-Laws, each as amended to date, of, or any membership interests securities issued by Seller, or (d) except as set forth on Schedule 3.1.4 any mortgage, indenture, agreement, contract, commitment, lease, plan, permit license, or Schedule 3.1.14other instrument, document or understanding , oral or written, to which Seller is a party, by which Seller may have rights or by which any Material Contractof the Assets may be bound or affected, or give any person 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 accelerate, cancel or otherwise change the existing rights or obligations of Seller or any of the Managing Members thereunder (the consents listed on Schedules 3.1.4 and 3.1.14 being the "Required Consents")thereunder. Except as listed disclosed by Seller and agreed to by Purchaser on SCHEDULE 3.1.11, or before the Closing Date no authorization, approval or consent of, and no registration resignation or filing with, any governmental or regulatory official, body or authority is required by Seller or the Managing Members in connection with the execution, delivery or performance of this Agreement by Seller or any of the Managing Members (the consents listed on Schedule 3.1.11 being the "Governmental Consents")Seller.

Validity of Contemplated Transactions, etc. The execution, ------------------------------------------ delivery and performance of this Agreement by Seller and the Managing Members do 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 or any of the Managing Members 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 of the Managing MembersSeller, (c) the organizational documents Articles of Seller Organization and By-Laws, each as amended to date, of, or any membership interests securities issued by Seller, or (d) except as set forth on Schedule 3.1.4 any mortgage, indenture, agreement, contract, commitment, lease, plan, permit license, or Schedule 3.1.14other instrument, document or understanding , oral or written, to which Seller is a party, by which Seller may have rights or by which any Material Contractof the Assets may be bound or affected, or give any person 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 accelerate, cancel or otherwise change the existing rights or obligations of Seller or any of the Managing Members thereunder (the consents listed on Schedules 3.1.4 and 3.1.14 being the "Required Consents")thereunder. Except as listed disclosed by Seller and agreed to by Purchaser on SCHEDULE 3.1.11, or before the Closing Date no authorization, approval or consent of, and no registration resignation or filing with, any governmental or regulatory official, body or authority is required by Seller or the Managing Members in connection with the execution, delivery or performance of this Agreement by Seller or any of the Managing Members (the consents listed on Schedule 3.1.11 being the "Governmental Consents")Seller.

Validity of Contemplated Transactions, etc. The execution, ------------------------------------------ delivery ------------------------------------------- and performance of this Agreement by the Seller and the Managing Members do Shareholder 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 (except such consents as have been obtained or waived) of any other person under, (a) any existing law, ordinance, or governmental rule or regulation to which the Seller or any of the Managing Members Shareholder 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 Seller or any of the Managing MembersShareholder, (c) the organizational charter documents of the Seller or any membership interests securities issued by the Seller, or (d) except as set forth on Schedule 3.1.4 any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or Schedule 3.1.14other 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 Material Contractof the Assets may be bound or affected, or give any person party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Seller or any of the Managing Members thereunder (the consents listed on Schedules 3.1.4 and 3.1.14 being the "Required Consents")thereunder. Except as listed on SCHEDULE 3.1.11aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required by Seller or the Managing Members in connection with the execution, delivery or performance of this Agreement by the Seller or any of the Managing Members (the consents listed on Schedule 3.1.11 being the "Governmental Consents")Shareholder.