Common use of Compliance with Existing Instruments Clause in Contracts

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is (i) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (ii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (i) and (ii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, there exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Applicable Laws, (c) a breach of or default under any Applicable Agreement or (d) result in the imposition of any penalty or the acceleration of any indebtedness, except in the case of (b), (c) or (d), where any such condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”); (ii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any material bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole (in each case, excluding deposits) to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best All Applicable Agreements are in full force and effect and are legal, valid and binding obligations of the Company’s knowledgeCompany or a Subsidiary, there other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default by the Company or a Subsidiary or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness, except in the case of with respect to (ba), (b) and (c) or (d), where any such condition as would not, not individually or in the aggregate, aggregate reasonably be expected to have result in a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries its subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “"Charter Documents”"). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “"Applicable Law”") of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “"Applicable Agreements”"), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, there There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter DocumentsDocuments or applicable laws, (b) a violation of such Applicable Laws, (c) a breach of or default or a "Debt Repayment Triggering Event" (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a "Debt Repayment Triggering Event" means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder's behalf) the right to require the repurchase, (c) redemption or (d), where repayment of all or a portion of such indebtedness by the Company or any such condition would not, individually of its subsidiaries or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-non- U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default or a Debt Repayment Triggering Event (as defined below) under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best Time of Sale Document and the Company’s knowledge, there Final Offering Memorandum. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a “Debt Repayment Triggering Event” means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder’s behalf) the right to require the repurchase, (c) redemption or (d), where repayment of all or a portion of such indebtedness by the Company or any such condition would not, individually of the Subsidiaries or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor None of Kratos, any of the its Subsidiaries or any Xxxxxx Entity is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is properties are bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, there There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a “Debt Repayment Triggering Event” means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder’s behalf) the right to require the repurchase, (c) redemption or (d)repayment of all or a portion of such indebtedness by Xxxxxx, where any such condition would notof its Subsidiaries, individually any Xxxxxx Entity or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, in the case of clause (ii), other than as disclosed in the Time of Sale Document and the Final Offering Memorandum. To All Applicable Agreements that are material to the best Company and the Subsidiaries taken as a whole, are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the Time of Sale Document and the Company’s knowledge, there Final Offering Memorandum. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Applicable Laws, or (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (d) result in the imposition of any penalty or the acceleration of any indebtednessAgreement, except except, in the case of clauses (b) and (c), (c) or (d), where for any such condition violations, breaches, defaults or Debt Repayment Triggering Events as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or except as disclosed in the Time of Sale Document and the Final Offering Memorandum. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the Time of Sale Document and the Final Offering Memorandum. To the best of the Company’s knowledge, there exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, or (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or (d) result in condition that gives, or with the imposition giving of notice or lapse of time would give, the holder of any penalty note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the acceleration right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any indebtedness, except in of the case Subsidiaries or any of (b), (c) or (d), where any such condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttheir respective properties.

Compliance with Existing Instruments. Neither None of the Company nor Company, any of the its Subsidiaries or any Gichner Entity is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “"Charter Documents”"). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “"Applicable Law”") of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “"Governmental Authority”"), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is properties are bound (collectively, the “"Applicable Agreements”"), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, there There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a "Debt Repayment Triggering Event" (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a "Debt Repayment Triggering Event" means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder's behalf) the right to require the repurchase, (c) redemption or (d)repayment of all or a portion of such indebtedness by the Company, where any such condition would notof its Subsidiaries, individually any Gichner Entity or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries its subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “"Charter Documents”"). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “"Applicable Law”") of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “"Applicable Agreements”"), ; except, in the case of clauses (iii) and (ii) iii), for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, there There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter DocumentsDocuments or applicable laws, (b) a violation of such Applicable Laws, (c) a breach of or default or a "Debt Repayment Triggering Event" (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness, except except, in the case of clauses (b) and (c), (c) for such breaches, defaults, penalties or (d), where any such condition the acceleration of indebtedness that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a "Debt Repayment Triggering Event" means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither of the Company Issuers nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in conflict with or in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is or may be bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. To the best The Issuers’ execution and delivery of the Company’s knowledgeDocuments, there exists no condition that, with the passage consummation of time or otherwise, would constitute the transactions contemplated hereby and the issuance of the Securities will not (a) a violation of violate such Charter Documents, (b) a violation of such violate Applicable Laws, or (c) constitute a breach of or default (or would not, with the giving of notice or lapse of time, constitute a default) or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (d) result in the imposition of any penalty or the acceleration of any indebtednessAgreement, except except, in the case of clauses (b), ) and (c) for such violations, breaches or (d), where any such condition defaults that would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuers or any of the Subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best Time of Sale Document and the Company’s knowledgeFinal Offering Memorandum or to the extent that the failure to be in full force and effect or a legal, there valid and binding obligation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness, except except, in the case of clauses (b), ) and (c) for such, breaches, defaults or (d), where any such condition impositions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties. US-DOCS\102962941.8

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”); (ii) in violation of, to the extent applicable to any U.S. of them or non-any of their respective properties, any U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (ii) iii), for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Applicable Agreements are in full force and effect and are legal, valid and binding obligations of the Company and/or the Subsidiaries, as the case may be, other than as disclosed in the Time of Sale Document and the Final Offering Circular, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. To the best knowledge of the Company’s knowledgeCompany and the Subsidiaries, there exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default by the Company or the Subsidiaries under any Applicable Agreement or (d) result in the imposition of any penalty or the acceleration of any indebtednessAgreement, except in the case of (b), (c) for such breaches or (d), where any such condition defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (c) result in the imposition of any penalty of a material nature or the acceleration of any indebtedness of a material nature. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best Time of Sale Document and the Company’s knowledgeFinal Offering Memorandum and other than as would not, there individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness, except in the case of sub-clauses (b), ) and (c) or (d), where any such condition of this sentence as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.the

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best of General Disclosure Package and the Company’s knowledgeFinal Offering Circular and other than as would not, there individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a Debt Repayment Triggering Event (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness, except in the case of sub-clauses (b), ) and (c) or (d), where any such condition of this sentence as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries its subsidiaries is (i) in violation of its certificate of incorporation, bymemorandum of association, bye-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), ; except, in the case of clauses (iii) and (ii) iii), for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, there There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter DocumentsDocuments or applicable laws, (b) a violation of such Applicable Laws, (c) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness, except except, in the case of clauses (b) and (c), (c) for such breaches, defaults, penalties or (d), where any such condition the acceleration of indebtedness that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries or any of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Significant Subsidiaries is in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed None of the subsidiaries of the Company is in violation of its Charter Documents except for such violations that would not, individually or in the Time of Sale Document and the Final Offering Memorandumaggregate, neither reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries its subsidiaries is (i) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (ii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of each of clauses (i) and (ii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best Registration Statement, the Time of Sale Prospectus and the Company’s knowledgeProspectus or except as would not, there individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a “Debt Repayment Triggering Event” means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder’s behalf) the right to require the repurchase, (c) redemption or (d), where repayment of all or a material portion of such indebtedness by the Company or any such condition would not, individually of the Significant Subsidiaries or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best Time of Sale Document and the Company’s knowledge, there Final Offering Memorandum. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dc) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a “Debt Repayment Triggering Event” means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder’s behalf) the right to require the repurchase, (c) redemption or (d), where repayment of all or a portion of such indebtedness by the Company or any such condition would not, individually of the Subsidiaries or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the its Subsidiaries is in violation of its certificate of incorporation, charter or by-laws laws, partnership agreement or operating agreement or similar organizational document, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither instrument to which the Company nor or any of the its Subsidiaries is (i) in violation a party or by which it or any of any U.S. or non-U.S. federal, state or local statute, law them may be bound (including, without limitation, common law) or ordinanceany credit agreement, or any judgmentindenture, decreepledge agreement, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local security agreement or other governmental instrument or regulatory authorityagreement evidencing, governmental guaranteeing, securing or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable relating to any indebtedness of them the Company or any of their respective properties; its Subsidiaries ), or (ii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party the property or by which assets of the Company or any of them or their respective property its Subsidiaries is bound subject (collectivelyeach, the an “Applicable AgreementsExisting Instrument”), except, in the case of clauses (i) and (ii) except for such violations, breaches or defaults that Defaults as would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange. To the best The Company’s execution, delivery and performance of this Agreement, consummation of the Company’s knowledge, there exists no condition that, with transactions contemplated hereby and by the passage Time of time or otherwise, would constitute Sale Document and Final Offering Memorandum and the issuance and sale of the Securities (ai) a have been duly authorized by all necessary corporate action and will not result in any violation of such Charter Documentsthe provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational document of the Company or any Subsidiary, as applicable, (bii) a violation of such Applicable Laws, (c) will not conflict with or constitute a breach of of, or default under any Applicable Agreement Default or a Debt Repayment Triggering Event (das defined below) under, or result in the creation or imposition of any penalty lien (other than Permitted Liens), charge or encumbrance upon any property or assets of the acceleration Company or any of its Subsidiaries pursuant to, or require the consent of any indebtednessother party to, any Existing Instrument, except in the case of (b)for such breaches, (c) Defaults or (d)results, where any or failure to obtain such condition consent, as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse EffectChange and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any Subsidiary (the “Applicable Laws”), except for such violations as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Compliance with Existing Instruments. Neither the Company nor any of the Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and other, in the case of clause (ii), than as disclosed in the Time of Sale Document and the Final Offering Memorandum. To All Applicable Agreements that are material to the best Company and the Subsidiaries taken as a whole, are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the Time of Sale Document and the Company’s knowledge, there Final Offering Memorandum. There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, Documents or Applicable Laws or (b) a violation of such Applicable Laws, (c) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement Agreement, except that a portion of the proceeds from the Offering will be required to repay indebtedness outstanding under the 2018 Credit Facility. As used herein, a “Debt Repayment Triggering Event” means any event or (d) result in condition that gives, or with the imposition giving of notice or lapse of time would give, the holder of any penalty note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the acceleration right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any indebtedness, except in of the case Subsidiaries or any of (b), (c) or (d), where any such condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttheir respective properties.

Compliance with Existing Instruments. Neither the Company nor any of the its Subsidiaries is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) ), of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), including without limitation those applicable to title lending services (“Title Lending Laws”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To All Applicable Agreements are in full force and effect and are legal, valid and binding obligations, other than as disclosed in the best Time of Sale Document and the Company’s knowledge, there Final Offering Memorandum. There exists no condition that, with the passage of time or otherwise, would constitute (aA) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cB) a breach of or default or a “Debt Repayment Triggering Event” (as defined below) under any Applicable Agreement or (dC) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, except in a “Debt Repayment Triggering Event” means any event or condition that gives, or with the case giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (b)or any person acting on such holder’s behalf) the right to require the repurchase, (c) redemption or (d), where repayment of all or a portion of such indebtedness by the Company or any such condition would not, individually of its Subsidiaries or in the aggregate, reasonably be expected to have a Material Adverse Effectany of their respective properties.

Compliance with Existing Instruments. Neither the Company nor None of Kratos, any of the its Subsidiaries or any Integral Entity is (i) in violation of its certificate of incorporation, by-laws or other applicable organizational documents (the “Charter Documents”). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, neither the Company nor any of the Subsidiaries is ; (iii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or (iiiii) in breach of or default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument that is material to the Company and the Subsidiaries taken as a whole to which any of them is a party or by which any of them or their respective property is properties are bound (collectively, the “Applicable Agreements”), except, (A) in the case of clauses (iii) and (iiiii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect and (B) in the case of clause (iii), for the default under the credit agreement, dated March 5, 2010 (as amended and supplemented to the date hereof), among Integral Systems, Inc., certain of its subsidiaries, the lenders from time to time party thereto, and Bank of America, N.A., as disclosed under the caption “Information about Integral Systems” in the Time of Sale Document and the Final Offering Memorandum. To the best of the Company’s knowledge, there There exists no condition that, with the passage of time or otherwise, would constitute (a) a violation of such Charter Documents, (b) a violation of such Documents or Applicable Laws, (cb) a breach of or default under any Applicable Agreement or a “Debt Repayment Triggering Event” (d) result in the imposition of any penalty or the acceleration of any indebtedness, except in the case of (b), (c) or (d), where any such condition would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.as defined