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

Validity of Contemplated Transactions, etc. The execution and delivery of this Agreement by the Seller do not, and the performance of this Agreement by Seller will not, violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to, (a) any existing law, ordinance, or governmental rule or regulation to which Seller, the Business or 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, the Business or the Assets, (c) the Articles of Incorporation or By-Laws of Seller or any securities issued by Seller or (d) except as disclosed, any mortgage, indenture, agreement, contract, commitment, lease, plan, license, permit, authorization or other instrument, document or understanding, oral or written, to which Seller is a party, by which Seller may have rights or by which any of the 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 thereunder.

Validity of Contemplated Transactions, etc. The execution execution, delivery and delivery performance of this Amended Agreement by the Members and Seller do not, does not and the performance of this Agreement by Seller 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 party toperson under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller, the Business Seller or the Assets is 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, the Business Seller or the AssetsMember, (c) the Articles of Incorporation or By-Laws charter documents of Seller or any securities issued by Seller Seller, or (d) except as disclosed, any mortgage, indenture, agreement, contract, commitment, lease, plan, licenseAuthorization (hereinafter defined in Section 3.1.15), permit, authorization or other instrument, document or understanding, oral or written, to which Seller is or the Members are a party, by which Seller or Member may have rights or by which the Business or any of the assets or properties of Seller 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 execution execution, delivery and delivery of this Agreement by the Seller do not, and the performance of this Agreement by 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 party toperson under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller, the Business or the Assets is Seller 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, the Business or the Assets, (c) the Articles charter documents of Incorporation Seller, any resolutions adopted by the board of directors or By-Laws shareholders of Seller or either Seller, any securities issued shareholder voting agreement entered into by Seller or the shareholders of either Seller, (d) except as disclosed, any mortgage, indenture, agreement, contract, commitment, lease, plan, license, permit, authorization or other instrument, document or understanding, oral or written, to which Seller is a party, by which Seller may have rights or by which any of the assets or properties of Seller 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 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 Agreement by Seller.

Validity of Contemplated Transactions, etc. The execution execution, delivery ------------------------------------------- and delivery performance of this Agreement by the Seller do not, and the performance of this Agreement by Seller Shareholder 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 party toperson under, (a1) any existing law, ordinance, or governmental rule or regulation to which Seller, the Business Seller or the Assets Shareholder is subject, (b2) 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 Business Seller or the AssetsShareholder, (c3) the Articles charter documents of Incorporation or By-Laws of the Seller or any securities issued by Seller the Seller, or (d4) except as disclosed, any mortgage, indenture, agreement, contract, commitment, lease, plan, licenseauthorization, permit, authorization or other 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 of the assets or properties of Seller 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 thereunder. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority (other than notice to appropriate banking regulatory authorities) is required in connection with the execution, delivery or performance of this Agreement by the Seller or the Shareholder.

Validity of Contemplated Transactions, etc. The execution execution, delivery and delivery performance of this Agreement by the Seller do not, and the performance of this Agreement by Seller Shareholders 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 party toperson under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller, the Business Seller or the Assets 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 Seller, the Business Seller or the AssetsShareholders, (c) the Articles charter documents of Incorporation or By-Laws of the Seller or any securities issued by Seller the Seller, or (d) except as disclosed, any mortgage, indenture, agreement, contract, commitment, lease, plan, licenseauthorization, permit, authorization or other instrument, document or understanding, oral or written, to which the Seller or the Shareholders is a party, by which the Seller or the Shareholders may have rights or by which any of the assets or properties of Seller 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 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 Agreement by the Seller or the Shareholders.

Validity of Contemplated Transactions, etc. The execution Except as set forth on SCHEDULE 3.1.4, the execution, delivery and delivery of this Agreement by the Seller do not, and the performance of this Agreement by 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 party toperson under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller, the Business or the Assets 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 Business or the Assets, (c) the Articles of Incorporation or By-Laws charter documents of Seller or any securities issued by Seller Seller, or (d) except as disclosed, any material provision of any mortgage, indenture, agreement, contract, commitment, lease, plan, licenseAuthorization (hereinafter defined in Section 3.1.17), permit, authorization or other instrument, document or understanding, oral or written, to which Seller is a party, by which Seller may have rights or by which any of the assets or properties of Seller 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 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 Agreement by Seller.