Common use of AUTHORIZATION; NON-CONTRAVENTION; APPROVALS Clause in Contracts

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Seller has the full legal right, power and authority to enter into this Agreement. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery hereof by PalEx and Newco, constitutes a valid and binding agreement of Seller, enforceable against him in accordance with its terms. (b) The execution and delivery of this Agreement by Seller do not, and the consummation by Seller of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of, (i) the organizational documents of the Company, (ii) any Laws applicable to Seller or the Company or any of his or its properties or assets, or (iii) except as set forth in SCHEDULE 3.2, any agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which Seller or the Company is now a party or by which the Company or any of its properties or assets may be bound or affected. (c) Except as set forth in SCHEDULE 3.2, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party is necessary for the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby. Except as set forth in SCHEDULE 3.2, none of the Company's customer contracts providing for purchases individually in excess of $50,000, or in the aggregate in excess of $100,000, or other material agreements, licenses or permits to which the Company is a party requires notice to, or the consent or approval of, any third party for the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby.

AUTHORIZATION; NON-CONTRAVENTION; APPROVALS. (a) Seller Each Stockholder has the full legal right, power and authority to enter into this Agreement. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been approved. This Agreement has been duly and validly executed and delivered by Seller each Stockholder, and, assuming the due authorization, execution and delivery hereof by PalEx and NewcoU.S. Concrete, constitutes a valid and binding agreement of Sellereach Stockholder, enforceable against him each of them in accordance with its terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting or relating to the enforcement of creditors' rights generally and (b) general equitable principles. (b) The execution and delivery of this Agreement by Seller do the Stockholders does not, and the consummation by Seller each Company and the Stockholders of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the any Company under any of the terms, conditions or provisions of, (i) the organizational documents Articles of the Incorporation or Bylaws of each Company, (ii) any Laws Law applicable to Seller any Stockholder or the any Company or any of his or its the properties or assetsassets of any Stockholder or any Company, except for circumstances that taken in the aggregate could not reasonably be expected to have a material adverse effect on the Companies, or (iii) except as set forth in SCHEDULE 3.2Schedule 4.02, any agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, concession, lease or other instrument, obligation or agreement of any kind to which Seller any Stockholder or the any Company is now a party or by which the any Company or any of its properties or assets may be bound or affected. (c) Except as set forth in SCHEDULE 3.2Schedule 4.02, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or third party other person or entity is necessary for the execution and delivery of this Agreement by Seller the Companies and the Stockholders or the consummation by Seller them of the transactions contemplated hereby. Except as set forth in SCHEDULE 3.2Schedule 4.02, none of the Company's customer contracts or agreements with Material Customers or contracts providing for purchases or services individually in excess of $50,00025,000, or in the aggregate in excess of $100,00050,000, or other material agreements, licenses or permits Permits to which the any Company is a party requires notice to, or the consent or approval of, any third party Governmental Authority or other person or entity for the execution and delivery of this Agreement by Seller and any Company or any Stockholder or to the consummation by any Company or any Stockholder of any of the transactions contemplated herebyhereby to remain in full force and effect following such transaction.