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

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 Seller or Member, (c) the charter documents of Seller or any securities issued by Seller, or (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 or the Members are a party, by which Seller or Member may have rights or by which the Business or 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 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 Seller or Member.

Validity of Contemplated Transactions, etc. The executionexecution and delivery of this Agreement by the Seller do not, delivery and the performance of this Amended Agreement by the Members and Seller does not and will not not, violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other person underparty to, (a) any existing law, ordinance, or governmental rule or regulation to which Seller Seller, the Business or Members are the 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 Seller, the Business or Memberthe Assets, (c) the charter documents Articles of Incorporation or By-Laws of Seller or any securities issued by Seller, Seller or (d) except as disclosed, any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.15)license, permit, authorization or other instrument, document or understanding, oral or written, to which Seller or the Members are is a party, by which Seller or Member may have rights or by which the Business or any of the Assets assets or properties of Seller 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 Seller or Member.

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 Seller or MemberSeller, (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 or the Members are is 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 Seller or MemberSeller.

Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Amended Agreement by the Members Seller and Seller 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 or Members are 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 the Seller or Memberthe Shareholders, (c) the charter documents of the Seller or any securities issued by the Seller, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.15)authorization, or other instrument, document or understanding, oral or written, to which the Seller or the Members are Shareholders is a party, by which the Seller or Member the Shareholders may have rights or by which the Business or 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 the 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 the Seller or Memberthe Shareholders.

Validity of Contemplated Transactions, etc. The Except as set forth on SCHEDULE 3.1.4, 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 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 MemberSeller, (c) the charter documents of Seller or any securities issued by Seller, or (d) any material provision of any mortgage, indenture, agreement, contract, commitment, lease, plan, Authorization (hereinafter defined in Section 3.1.153.1.17), or other instrument, document or understanding, oral or written, to which Seller or the Members are is a party, by which Seller or Member may have rights or by which the Business or 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 Seller or the Members 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 Amended Agreement by Seller or MemberSeller.