Common use of Compliance with Applicable Laws and Other Instruments Clause in Contracts

Compliance with Applicable Laws and Other Instruments. The business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate of Incorporation or bylaws of the Company. The Company is not in violation of its Certificate of Incorporation or bylaws nor in violation of, or in default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

Compliance with Applicable Laws and Other Instruments. The business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate Articles of Incorporation or bylaws of the Company. The Company is not in violation of its Certificate Articles of Incorporation or bylaws nor in violation of, or in default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respectarrangement. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreementagreement.

Compliance with Applicable Laws and Other Instruments. The business and operations of the Company Seller have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither Subject to shareholder approval of appropriate amendments to the Articles of Incorporation as contemplated by this Agreement, and except with respect to existing registration rights of holders of certain securities issued by Seller, as disclosed and described on Schedule 5.6, neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby willwill conflict with, or, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company Seller pursuant to, any Agreement applicable law, administrative regulation or judgment, order or decree of any court or governmental body, any agreement or other instrument to which the Company Seller is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate Articles of Incorporation or bylaws Bylaws of the CompanySeller. The Company Seller is not in violation of its Certificate Articles of Incorporation or bylaws nor in violation of, or in default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this AgreementBylaws.

Compliance with Applicable Laws and Other Instruments. The To the best of ----------------------------------------------------- the Company's knowledge, the business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate articles of Incorporation incorporation or bylaws of the Company. The Company is not in violation of its Certificate articles of Incorporation incorporation or bylaws nor in material violation of, or in material default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

Compliance with Applicable Laws and Other Instruments. The To the best of the Company’s knowledge, the business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor the delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, : (i) result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not or (ii) violate the Certificate articles of Incorporation incorporation or bylaws of the Company. The Company is not in violation of its Certificate articles of Incorporation incorporation or bylaws nor in material violation of, or in material default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

Compliance with Applicable Laws and Other Instruments. The business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate restated articles of Incorporation incorporation, as amended, or bylaws by-laws of the Company. The Company is not in violation of its Certificate restated articles of Incorporation incorporation, as amended, or bylaws by-laws nor in violation of, or in default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respectarrangement. The Company is not subject to any restriction which that would prohibit it from entering into or performing its obligations under this AgreementAgreement or would require it to obtain any consent. To the best of the Company's knowledge, all parties to any material agreement or other instrument to which the Company is a party or by which the Company or any of the Company's properties, assets or rights is bound or affected are in substantial compliance therewith and none of such parties is in material default in any respect thereunder.

Compliance with Applicable Laws and Other Instruments. The business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate Articles of Incorporation formation or bylaws operating agreement of the Company. The Company is not in violation of its Certificate Articles of Incorporation formation or bylaws operating agreement nor in violation of, or in default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreementagreement.

Compliance with Applicable Laws and Other Instruments. The To the best of its knowledge, the business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, to any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate Articles of Incorporation or bylaws By-Laws of the Company. The Company is not in violation of its Certificate Articles of Incorporation or bylaws By-Laws nor in violation of, or in default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

Compliance with Applicable Laws and Other Instruments. The properties, ----------------------------------------------------- business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance withwith this Agreement, this Agreement the Certificate of Determination, the Shares or the Conversion Shares, nor the consummation of the transactions contemplated hereby or thereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate of Incorporation or bylaws of the CompanyCharter Documents. The Company is not in violation of its Certificate of Incorporation or bylaws nor Charter Documents and, except as disclosed in the SEC Filings, it is not in violation of, or in default under, any lien, indenture, loan or credit agreement, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

Compliance with Applicable Laws and Other Instruments. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance withwith this Agreement, this Agreement the issuance of the Shares nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and will not violate the Certificate of Incorporation or bylaws of the CompanyCharter Documents. The Company is not in violation of its Certificate of Incorporation or bylaws nor Charter Documents and, except as disclosed in the SEC Filings, it is not in violation of, or in default under, any lien, indenture, loan or credit agreement mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.

Compliance with Applicable Laws and Other Instruments. The business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of all governmental authorities. Neither the execution nor delivery of, nor the performance of or compliance with, this Agreement nor the consummation of the transactions contemplated hereby will, with or without the giving of notice or passage of time, result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance upon any asset or property of the Company pursuant to, any Agreement agreement or other instrument to which the Company is a party or by which it or any of its properties, assets or rights is bound or affected, and nor will not such performance, compliance or consummation violate the Certificate articles of Incorporation incorporation or bylaws of the Company. The Company is not in violation of its Certificate articles of Incorporation incorporation or bylaws nor in material violation of, or in material default under, any lien, indenture, mortgage, lease, agreement, instrument, commitment or arrangement in any material respect. The Company is not subject to any restriction which would prohibit it from entering into or performing its obligations under this Agreement.