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

Validity of Contemplated Transactions, etc. (a) Neither the execution, delivery and performance by the Partnership or Pubco of this Agreement and the other Transaction Documents to which the Partnership or Pubco, as applicable, is a party, nor the consummation by the Partnership or Pubco of the transactions contemplated hereby or thereby, nor compliance by the Partnership or Pubco with the terms and provisions hereof or thereof, will, directly or indirectly (with or without notice or lapse of time or both), (i) contravene or conflict with the organizational documents of the Partnership or Pubco, (ii) contravene or conflict with, or result in a breach or termination of, or constitute a default under (or with notice or lapse of time or both, result in a breach or termination of, or constitute a default under) or result in the termination or suspension of, or accelerate the performance required by the terms, conditions or provisions of, or cause any payments to be due under, any contracts to which the Partnership or Pubco is a party or any Authorizations held by the Partnership or Pubco, (iii) constitute a violation by the Partnership or Pubco of any existing Requirement of Law or Governmental Order applicable to the Partnership or its properties, rights or assets or (iv) result in the creation of any Lien upon any equity interests, properties, rights or assets of the Partnership or Pubco, except, in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents. (b) No Authorization and no filing or notification with any Governmental Authority, any counterparty to any of the contracts to which the Partnership or Pubco is a party or any other Person is required to be made or obtained by the Partnership or Pubco in connection with the execution, delivery or performance by the Partnership or Pubco of this Agreement or the other Transaction Documents to which the Partnership or Pubco, as applicable, is a party, or the consummation of the transactions contemplated hereby or thereby by the Partnership or Pubco, except for any such Authorization, filing or notification the failure of which to make or obtain would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

Validity of Contemplated Transactions, etc. (a) Neither Except as set forth on SCHEDULE 3.1.3, neither the execution, delivery and performance by the Partnership or Pubco of this Agreement and or the other Transaction Seller Closing Documents to which by any of the Partnership or Pubco, as applicable, is a partySellers, nor the consummation by the Partnership or Pubco of the transactions contemplated hereby or therebythereby violates, nor compliance by the Partnership or Pubco with the terms and provisions hereof or thereof, will, directly or indirectly (conflicts with or without notice or lapse of time or both), (i) contravene or conflict with results in the organizational documents of the Partnership or Pubco, (ii) contravene or conflict with, or result in a breach or termination of, or constitute a default under (or will violate, conflict with notice or lapse of time or both, result in a breach or termination of, or constitute a default under) or result in the termination breach of, any term, condition or suspension provision of, or accelerate requires or will require the performance required by consent of any other Person under: (a) any Regulation to which any of the termsSellers, conditions the Business, any of the Purchased Assets or provisions CPI is subject; (b) any Order to which any of the Sellers, the Business, any of the Purchased Assets or CPI is subject; (c) the charter or organizational documents of, or cause any payments to be due undersecurities issued by, any contracts of the Sellers, CPI or the Partnership; or (d) any Encumbrance, Contract (including any collective bargaining agreement), Employee Plan, Authorization, or other instrument, document or undertaking, oral or written, to which the Partnership any Seller or Pubco CPI is a party or by which any Authorizations held by Seller, the Partnership or PubcoBusiness, (iii) constitute a violation by the Partnership or Pubco of any existing Requirement of Law or Governmental Order applicable to the Partnership or its properties, rights or assets or (iv) result in the creation of any Lien upon any equity interests, properties, rights or assets of the Partnership Purchased Assets or PubcoCPI is otherwise bound or affected, exceptwhich violation, conflict or breach, in the case of clauses this clause (iid), (iii) and (iv), as would not reasonably be expected to result in, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Material Adverse Effect, or give any party with rights thereunder the ability right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Partnership any Seller or Pubco to consummate the transactions contemplated by this Agreement and the CPI thereunder if such termination, modification, acceleration or other Transaction Documents. (b) No Authorization change would have a Material Adverse Effect. Except as aforesaid, no authorization, approval or consent of, and no registration or filing or notification with with, any Governmental Authority, any counterparty to any of the contracts to which the Partnership or Pubco is a party or any other Person Authority is required to be made or obtained by the Partnership or Pubco (i) in connection with the execution, delivery or and performance by the Partnership or Pubco of this Agreement or any of the other Transaction Seller Closing Documents to which by any of the Partnership or Pubco, as applicable, is a party, Sellers or the consummation of the transactions contemplated hereby or thereby by thereby, or (ii) to enable Purchaser, Worthington Warehouse and WS Michigan to continue to operate the Partnership or Pubco, except for any such Authorization, filing or notification the failure of which to make or obtain would not reasonably be expected to result in, individually or Business in the aggregate, a material adverse effect on the ability of the Partnership or Pubco same manner as operated prior to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsClosing.

Validity of Contemplated Transactions, etc. (a) Neither Except as set forth in Schedule 3.1.4, the execution, delivery and performance by the Partnership or Pubco of this Agreement by each 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 Transaction Documents person under, (a) any existing law, ordinance, or governmental rule or regulation to which any 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 any Seller, (c) the Partnership charter documents of any Seller or Pubcoany securities issued by any Seller, as applicableor (d) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which any Seller is a party, nor the consummation by the Partnership which any Seller may have rights or Pubco by which any of the transactions contemplated hereby Assets may be bound or therebyaffected, nor compliance by or give any party with rights thereunder the Partnership right to terminate, modify, accelerate or Pubco with otherwise change the terms and provisions hereof existing rights or thereofobligations of any Seller thereunder, will, directly or indirectly except in the cases of clauses (with or without notice or lapse of time or botha), (i) contravene or conflict with the organizational documents of the Partnership or Pubco, (ii) contravene or conflict with, or result in a breach or termination of, or constitute a default under (or with notice or lapse of time or both, result in a breach or termination of, or constitute a default under) or result in the termination or suspension of, or accelerate the performance required by the terms, conditions or provisions of, or cause any payments to be due under, any contracts to which the Partnership or Pubco is a party or any Authorizations held by the Partnership or Pubco, (iii) constitute a violation by the Partnership or Pubco of any existing Requirement of Law or Governmental Order applicable to the Partnership or its properties, rights or assets or (iv) result in the creation of any Lien upon any equity interests, properties, rights or assets of the Partnership or Pubco, except, in the case of clauses (ii), (iiib) and (ivd), as would not reasonably be expected to result in, individually materially adversely impair the Assets or in otherwise materially affect the aggregate, a material adverse effect on Assets or the ability conduct of the Partnership Business. Except as would not materially adversely impair the Assets or Pubco to consummate otherwise materially adversely affect the transactions contemplated by this Agreement and conduct of the other Transaction Documents. (b) No Authorization Business, no authorization, approval or consent of, and no registration or filing or notification with any Governmental Authoritywith, any counterparty to any of the contracts to which the Partnership governmental or Pubco is a party regulatory official, body or any other Person authority is required to be made or obtained by the Partnership or Pubco in connection with the execution, delivery or performance by the Partnership or Pubco of this Agreement or by any Seller. Solely for purposes of this Section 3.1.4, any diminution in the other Transaction Documents to which the Partnership or Pubco, as applicable, is a party, or the consummation value of the transactions contemplated hereby or thereby by the Partnership or Pubco, except for Assets which is reasonably anticipated to exceed $175,000 and any such Authorization, filing or notification the failure other breach of this Section 3.1.4 which to make or obtain would not reasonably be expected anticipated to result incost in excess of $175,000 to cure, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documentswill be deemed material.

Validity of Contemplated Transactions, etc. (a) Neither the The execution, delivery and performance by the Partnership or Pubco of this Agreement and the Purchase Notes by the Purchaser 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 Transaction Documents Person under (i) any existing regulation of any Governmental Body to which the Partnership Purchaser, or Pubcoto Purchaser’s Knowledge, as applicable, the Company is a party, nor the consummation by the Partnership or Pubco of the transactions contemplated hereby or thereby, nor compliance by the Partnership or Pubco with the terms and provisions hereof or thereof, will, directly or indirectly (with or without notice or lapse of time or both)subject, (iii) contravene any judgment, order, writ, injunction, decree or conflict with award of any Governmental Body that is applicable to Purchaser or, to such Purchaser’s Knowledge, the Company, (iii) to Purchaser’s Knowledge, the organizational documents of the Partnership Company or Pubco, (ii) contravene or conflict with, or result in a breach or termination of, or constitute a default under (or with notice or lapse of time or both, result in a breach or termination of, or constitute a default under) or result in the termination or suspension of, or accelerate the performance required any securities issued by the termsCompany, conditions or provisions of, or cause any payments to be due under, any contracts to which the Partnership or Pubco is a party or any Authorizations held by the Partnership or Pubco, (iii) constitute a violation by the Partnership or Pubco of any existing Requirement of Law or Governmental Order applicable to the Partnership or its properties, rights or assets or (iv) result in the creation organizational documents of the Purchaser or any Lien upon securities issued by the Purchaser, or (v) any equity interestsmortgage, propertiesindenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding (excluding, for the avoidance of doubt, that certain Credit Agreement among Purchaser, the Lenders from time to time party thereto and LegacyTexas Bank dated October 3, 2016, as amended, and all documents contemplated thereunder (the “CRBO Credit Agreement”)), oral or written, to which Purchaser or, to Purchaser’s Knowledge, the Company is a party, by which Purchaser or the Company may have rights or assets by which any of the Partnership Company’s assets or Pubcoits Subsidiaries may be bound or affected, exceptor give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Company or any Subsidiary thereunder, in each case (i) through (v), other than (A) in the case of clauses (ii)consents, (iii) those that have already been obtained or that are to be obtained prior to Closing and (iv), B) such as would could not reasonably be expected likely to result in, individually or in the aggregate, have a material adverse effect on the ability of the Partnership effect. No authorization or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents. (b) No Authorization approval of, and no filing or notification with with, any Governmental Authority, any counterparty to any of the contracts to which the Partnership or Pubco is a party or any other Person Body is required to be made or obtained by the Partnership or Pubco in connection with the execution, delivery or performance by the Partnership or Pubco of this Agreement or the other Transaction Documents to which the Partnership or Pubco, as applicable, is a party, or the consummation of the transactions contemplated hereby or thereby by the Partnership or PubcoPurchaser, except for any such Authorization, filing or notification the failure of which to make or obtain would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documentsas otherwise set forth herein.”

Validity of Contemplated Transactions, etc. (a) Neither the The execution, delivery and performance by the Partnership or Pubco of this Agreement by the Purchaser 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 Transaction Documents Person under (i) any existing regulation of any Governmental Body to which the Partnership Purchaser, or Pubcoto Purchaser’s Knowledge, as applicable, the Company is a party, nor the consummation by the Partnership or Pubco of the transactions contemplated hereby or thereby, nor compliance by the Partnership or Pubco with the terms and provisions hereof or thereof, will, directly or indirectly (with or without notice or lapse of time or both)subject, (iii) contravene any judgment, order, writ, injunction, decree or conflict with award of any Governmental Body that is applicable to Purchaser or, to such Purchaser’s Knowledge, the Company, (iii) to Purchaser’s Knowledge, the organizational documents of the Partnership Company or Pubco, (ii) contravene or conflict with, or result in a breach or termination of, or constitute a default under (or with notice or lapse of time or both, result in a breach or termination of, or constitute a default under) or result in the termination or suspension of, or accelerate the performance required any securities issued by the termsCompany, conditions or provisions of, or cause any payments to be due under, any contracts to which the Partnership or Pubco is a party or any Authorizations held by the Partnership or Pubco, (iii) constitute a violation by the Partnership or Pubco of any existing Requirement of Law or Governmental Order applicable to the Partnership or its properties, rights or assets or (iv) result in the creation organizational documents of the Purchaser or any Lien upon securities issued by the Purchaser, or (v) any equity interestsmortgage, propertiesindenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding (excluding, for the avoidance of doubt, (x) the Credit Agreement and all documents contemplated thereunder and (y) that certain Credit Agreement among Purchaser, the Lenders from time to time party thereto and LegacyTexas Bank dated October 3, 2016, as amended, and all documents contemplated thereunder (the “CRBO Credit Agreement”)), oral or written, to which Purchaser or, to Purchaser’s Knowledge, the Company is a party, by which Purchaser or the Company may have rights or assets by which any of the Partnership Company’s assets or Pubcoits Subsidiaries may be bound or affected, exceptor give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of the Company or any Subsidiary thereunder, in each case (i) through (v), other than (A) in the case of clauses (ii)consents, (iii) those that have already been obtained or that are to be obtained prior to Closing and (iv), B) such as would could not reasonably be expected likely to result in, individually or in the aggregate, have a material adverse effect on the ability of the Partnership effect. No authorization or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents. (b) No Authorization approval of, and no filing or notification with with, any Governmental Authority, any counterparty to any of the contracts to which the Partnership or Pubco is a party or any other Person Body is required to be made or obtained by the Partnership or Pubco in connection with the execution, delivery or performance by the Partnership or Pubco of this Agreement or the other Transaction Documents to which the Partnership or Pubco, as applicable, is a party, or the consummation of the transactions contemplated hereby or thereby by the Partnership or PubcoPurchaser, except for any such Authorization, filing or notification the failure of which to make or obtain would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documentsas otherwise set forth herein.

Validity of Contemplated Transactions, etc. (a) Neither the The execution, delivery and performance by the Partnership or Pubco of this Agreement and the other Transaction each of Seller's Documents to which the Partnership or Pubcoby Seller does not and will not violate, as applicable, is a party, nor the consummation by the Partnership or Pubco of the transactions contemplated hereby or thereby, nor compliance by the Partnership or Pubco with the terms and provisions hereof or thereof, will, directly or indirectly (conflict with or without result in the breach (or would result in a breach but for any requirement of notice or lapse of time or both)) of any term, (i) contravene condition or conflict with the organizational documents of the Partnership or Pubco, (ii) contravene or conflict with, or result in a breach or termination provision of, or constitute a default under require the consent of any other person under, (a) assuming compliance with the requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), any existing law, ordinance, or with notice governmental rule or lapse regulation to which Seller or any of time the Purchased Assets is subject, (b) any judgment, order, writ, injunction, decree or bothaward of any court, result in a breach arbitrator or termination governmental or regulatory official, body or authority which is applicable to Seller or any of the Purchased Assets, (c) the certificate of incorporation and bylaws, as amended, of, or constitute a default under) or result in the termination or suspension ofany securities issued by, Seller, or accelerate the performance required by the terms(d) any mortgage, conditions or provisions ofindenture, agreement, contract, commitment, lease, plan, Authorization, or cause any payments to be due underother instrument, any contracts to document or understanding, oral or written, by which the Partnership or Pubco is a party or any Authorizations held by the Partnership or Pubco, (iii) constitute a violation by the Partnership or Pubco of any existing Requirement of Law or Governmental Order applicable to the Partnership or its properties, rights or assets or (iv) result in the creation of any Lien upon any equity interests, properties, rights or assets of the Partnership or Pubco, except, in the case of clauses (ii), (iii) and (iv), as would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction Documents. (b) No Authorization and no filing or notification with any Governmental Authority, any counterparty to any of the contracts Transferred Business, the Purchased Assets or the Purchaser may be bound or affected, or give any party with rights thereunder the right to which terminate, modify, accelerate or otherwise change the Partnership existing rights or Pubco is a party obligations of Seller thereunder. Except as aforesaid, no Authorization, approval or consent of, and no registration or filing with, any other Person governmental or regulatory official, body or authority is required to be made or obtained by the Partnership or Pubco in connection with the execution, delivery or performance by the Partnership or Pubco of this Agreement or the other Transaction Documents to which the Partnership or Pubco, as applicable, is a party, or the consummation any of the transactions contemplated hereby or thereby Seller's Documents by the Partnership or Pubco, except for any such Authorization, filing or notification the failure of which to make or obtain would not reasonably be expected to result in, individually or in the aggregate, a material adverse effect on the ability of the Partnership or Pubco to consummate the transactions contemplated by this Agreement and the other Transaction DocumentsSeller.