Common use of Compliance with Laws and Other Instruments; Non-Contravention Clause in Contracts

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's Business Condition. There are no violations or claimed violations known by Horizon of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the Stockholders, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closing, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon is a party, or under which Horizon is obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or bound; result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of Horizon; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon is a party, or under which Horizon is obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon is a party, or under which Horizon may be obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 of the Horizon Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to Horizon or any of its ------------------- Subsidiaries in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the Founder or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- holdsDiamond and its Subsidiaries hold, and at all times has have held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business their respective businesses pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its their operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's Business Condition. There are no material violations or claimed violations known by Horizon Diamond or any Subsidiary of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the StockholdersDiamond, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, (i) the Charter Documents of Horizon Diamond or any Subsidiary or (ii) any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Diamond or any Subsidiary is a party, or under which Horizon Diamond or any Subsidiary is obligated, or by which Horizon Diamond or any Subsidiary or any of the rights, properties or assets of Horizon Diamond or any Subsidiary are subject or bound; result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonDiamond or any Subsidiary; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Diamond or any Subsidiary is a party, or under which Horizon Diamond or any Subsidiary is obligated, or by which Horizon Diamond or any Subsidiary or any of the rights, properties or assets of Horizon Diamond or any Subsidiary are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Diamond or any Subsidiary is a party, or under which Horizon Diamond or any Subsidiary may be obligated, or by which Horizon Diamond or any Subsidiary or any of the rights, properties or assets of Horizon Diamond or any Subsidiary are subject or bound; except when such violation, breach, default, creation bound other than any of a Lien or similar act the foregoing listed in (ii) which would not have have, individually or in the aggregate, a material adverse effect on Horizon's the Business ConditionCondition of Diamond or any Subsidiary. Section 3.4 of the Horizon Diamond Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Diamond or any Subsidiary requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Diamond Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Diamond or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, approval, order, ------- or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to Horizon Diamond or any of its ------------------- Subsidiaries Subsidiary in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the Founder Diamond or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon Diamond and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- holds, and at all times has held, Adaytum holds all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not reasonably be expected to have a material adverse effect on Horizon's Adaytum’s Business Condition. There are no material violations or claimed violations known by Horizon of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Adaytum and the StockholdersPrincipal Stockholders (as defined below), nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Adaytum or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Adaytum is a party, or under which Horizon Adaytum is obligated, or by which Horizon Adaytum or any of the rights, properties or assets of Horizon Adaytum are subject or bound; result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonAdaytum; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Adaytum is a party, or under which Horizon Adaytum is obligated, or by which Horizon Adaytum or any of the rights, properties or assets of Horizon Adaytum are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Adaytum is a party, or under which Horizon Adaytum may be obligated, or by which Horizon Adaytum or any of the rights, properties or assets of Horizon Adaytum are subject or bound; except when such violation, breachother than any of the foregoing that would not, defaultindividually or in the aggregate, creation of a Lien or similar act would not reasonably be expected to have a material adverse effect on Horizon's the Business ConditionCondition of Adaytum. Section 3.4 of the Horizon Adaytum Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Adaytum requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Adaytum Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Adaytum or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "“Consent"”). No consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "“Consent"”) by, any court, administrative agency agency, stock exchange or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "“Governmental Entity"”) is required by or with respect to Horizon or any of its ------------------- Subsidiaries Adaytum in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the Founder Adaytum or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon Adaytum and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- Excell holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities authorities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on HorizonExcell's Business Condition. There are no material violations or claimed violations known by Horizon Excell of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Excell and the Stockholders, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Excell or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any material contract, agreement or commitment to which Horizon Excell is a party, or under which Horizon Excell is obligated, or by which Horizon Excell or any of the rights, properties or assets of Horizon Excell are subject or bound; result in the creation of any Lien (as defined below) upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonExcell; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any material contract, agreement or commitment to which Horizon Excell is a party, or under which Horizon Excell is obligated, or by which Horizon Excell or any of the rights, properties or assets of Horizon Excell are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any material contract, agreement or commitment to which Horizon Excell is a party, or under which Horizon Excell may be obligated, or by which Horizon Excell or any of the rights, properties or assets of Horizon Excell are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 of the Horizon Excell Disclosure Schedule sets forth each material agreement, contract or other instrument binding upon Horizon Excell requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Excell Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Excell and the Stockholders or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, approval, order, or authorization ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") ------- by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental ------------ Entity") is required by or with respect to Horizon or any of its ------------------- Subsidiaries Excell in connection with the its execution, delivery or ------ performance of this Agreement and all other agreements contemplated hereby by Horizon Excell and the Founder Stockholders or the its consummation of the Merger or any other transaction described herein, except for the filing by Horizon Excell and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of DelawareWashington.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- Navigator holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's Business Condition. There are no violations or claimed violations known by Horizon Navigator or the Stockholder of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Navigator and the StockholdersStockholder, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Navigator or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Navigator is a party, or under which Horizon Navigator is obligated, or by which Horizon Navigator or any of the rights, properties or assets of Horizon Navigator are subject or bound; result in the creation of any Lien lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonNavigator; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Navigator is a party, or under which Horizon Navigator is obligated, or by which Horizon Navigator or any of the rights, properties or assets of Horizon Navigator are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Navigator is a party, or under which Horizon Navigator may be obligated, or by which Horizon Navigator or any of the rights, properties or assets of Horizon Navigator are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 of the Horizon ------------------ Navigator Disclosure Schedule sets forth each agreement, contract or other ----------------------------- instrument binding upon Horizon Navigator requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Navigator Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this ----------- Agreement and all other agreements contemplated hereby by Horizon Navigator and the Stockholder or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, approval, order, ------- or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to Horizon or any of its ------------------- Subsidiaries Navigator in connection ------------------- with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Navigator and the Founder Stockholder or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon Navigator and Merger Sub Parent of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of Delaware and the State Department of DelawareTreasury of New Jersey.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- Except as set forth in Section 3.4 of the Hostcentric Disclosure Schedule, Hostcentric holds, and at all times has held, all material licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business in all material respects pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's Business Condition. There are no violations or claimed violations known by Horizon Hostcentric of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby the Transaction Documents by Horizon and the StockholdersHostcentric, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwiseboth, (i) conflict with, result in a breach of, or constitute a default under, under the Charter Documents of Horizon Hostcentric or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any material contract, agreement or commitment to which Horizon Hostcentric is a party, or under which Horizon Hostcentric is obligated, or by which Horizon Hostcentric or any of the rights, properties or assets of Horizon Hostcentric are subject or bound; (ii) result in the creation of any Lien (as defined below) upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonHostcentric; (iii) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any material contract, agreement or commitment to which Horizon Hostcentric is a party, or under which Horizon Hostcentric is obligated, or by which Horizon Hostcentric or any of the rights, properties or assets of Horizon Hostcentric are subject or bound; or (iv) accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any material contract, agreement or commitment to which Horizon Hostcentric is a party, or under which Horizon Hostcentric may be obligated, or by which Horizon Hostcentric or any of the rights, properties or assets of Horizon Hostcentric are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 of the Horizon Hostcentric Disclosure Schedule sets forth a copy or description of each material agreement, contract contract, commitment or other instrument binding upon Horizon Hostcentric requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Hostcentric Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Hostcentric or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to Horizon or any of its ------------------- Subsidiaries in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the Founder or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware.,

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- Stealth holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not reasonably be expected to have a material adverse effect on Horizon's Business ConditionMaterial Adverse Effect. There are no material violations or claimed violations known by Horizon the Principal Stockholders of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby applicable Ancillary Agreements by Horizon and Stealth and/or the StockholdersSellers, nor the consummation by Horizon of the Merger or any other transaction transactions described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwiseotherwise (a) conflict with the Charter Documents of Stealth, (b) conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon or under any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Stealth is a party, or under which Horizon Stealth is obligated, or by which Horizon Stealth or any of the rights, properties or assets of Horizon Stealth are subject or bound; , (c) result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of Horizon; Stealth, (d) terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Stealth is a party, or under which Horizon Stealth is obligated, or by which Horizon Stealth or any of the rights, properties or assets of Horizon Stealth are subject or bound; , or (e) accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Stealth is a party, or under which Horizon Stealth may be obligated, or by which Horizon Stealth or any of the rights, properties or assets of Horizon Stealth are subject or bound; except when such violationexcept, breachin the cases of clauses (b) through (e), default, creation of a Lien or similar act as would not have a material adverse effect on Horizon's Business ConditionMaterial Adverse Effect. Section 3.4 2.3 of the Horizon Stealth Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Major Contract (as hereinafter defined) requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Stealth Disclosure Schedule pursuant to the preceding provisions of this Section 3.42.3) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Stealth and/or the Sellers or the consummation by Horizon of the Merger or any other transaction transactions described herein to be consummated at or immediately following the Closing (each such notice or consent, a "“Consent"”). No consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "“Consent"”) by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "“Governmental Entity"”) is required by or with respect to Horizon or any of its ------------------- Subsidiaries Stealth in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby applicable Ancillary Agreements by Horizon and the Founder Sellers or the consummation of the Merger or any other transaction transactions described herein, except for the filing by Horizon and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- Xyz holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business the Business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's the Business Condition. There are no material violations or claimed violations known by Horizon Xyz of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance by Xyz of this Agreement and all other agreements contemplated hereby applicable Ancillary Agreements by Horizon and the StockholdersXyz, nor the consummation by Horizon of the Merger or any other transaction transactions described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Xyz or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Xyz is a party, or under which Horizon Xyz is obligated, or by which Horizon Xyz or any of the rights, properties or assets of Horizon Purchased Assets are subject or bound; result in the creation of any Lien (as defined below) upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonPurchased Assets; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Xyz is a party, or under which Horizon Xyz is obligated, or by which Horizon Xyz or any of the rights, properties or assets of Horizon Purchased Assets are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Xyz is a party, or under which Horizon Xyz may be obligated, or by which Horizon Xyz or any of the rights, properties or assets of Horizon Purchased Assets are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 2.4 of the Horizon Xyz Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Xyz requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Xyz Disclosure Schedule pursuant to the preceding provisions of this Section 3.42.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Xyz or the consummation by Horizon of the Merger or any other transaction transactions described herein to be consummated at or immediately following the Closing (each such notice or consent, a "“Consent"”). No consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "“Consent"”) by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "“Governmental Entity"”) is required by or with respect to Horizon or any of its ------------------- Subsidiaries Xyz in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby applicable Ancillary Agreements by Horizon and the Founder Xyz or the consummation of the Merger or any other transaction transactions described herein. For purposes of this Agreement, except for the filing by Horizon and Merger Sub Lien (“Lien”) means any security interest, mortgage, lien, charge, restriction, claim, encumbrance or assessment of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delawareany nature whatsoever.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- Mentorix holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's Mentorix’s Business Condition. There are no material violations or claimed violations known by Horizon Mentorix of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Mentorix and the StockholdersMentorix India, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Mentorix or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulationregulation including, without limitation, the Foreign Investment Promotion Board of India, or any contract, agreement or commitment to which Horizon is a party, or under which Horizon is obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or boundMaterial Contract (as defined below); result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonMentorix; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon is a party, or under which Horizon is obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or boundMaterial Contract; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon is a party, or under which Horizon may be obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business ConditionMaterial Contract. Section 3.4 of the Horizon Mentorix Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Mentorix requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Mentorix Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) along with a description of such notice or consent required as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Mentorix, Mentorix India and the Shareholders or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "“Consent"”). No Except as set forth in Section 3.4 of the Mentorix Disclosure Schedule, no consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "“Consent"”) by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "“Governmental Entity"”) is required by or with respect to Horizon Mentorix or any of its ------------------- Subsidiaries Mentorix India in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Mentorix, Mentorix India and the Founder Shareholders or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon Mentorix and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the California and Secretary of State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Horizon Onex ------------------------------------------------------------- holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, exceptingexcept, however, when such failure to hold would not have a material adverse effect on Horizon's Business Conditionan Onex Material Adverse Effect. There are no violations or claimed violations known by Horizon Onex of any such license, permit or authorization or any such statute, law, ordinance, rule or regulationregulation except, however, for such violations which such violation would not have a material adverse effect on Horizon's Business Conditionan Onex Material Adverse Effect. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby Agreement, by Horizon Onex and the Stockholdersstockholders, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Onex or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Onex is a party, or under which Horizon Onex is obligated, or by which Horizon Onex or any of the rights, properties or assets of Horizon Onex are subject or bound; result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonOnex; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Onex is a party, or under which Horizon Onex is obligated, or by which Horizon Onex or any of the rights, properties or assets of Horizon Onex are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Onex is a party, or under which Horizon Onex may be obligated, or by which Horizon Onex or any of the rights, properties or assets of Horizon Onex are subject or bound; except when such violation, breach, default, creation other than any of a Lien or similar act the foregoing which would not have a material adverse effect on Horizon's Business Conditionan Onex Material Adverse Effect. Section 3.4 of the Horizon Onex Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Onex requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Onex Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Voting Agreement and all other agreements contemplated hereby the Investment Agreement (collectively, the "Transaction Documents") by Horizon Onex --------------------- and the stockholders or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, ------- approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or ------- commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to Horizon Onex ------------------- or any of its ------------------- Subsidiaries in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby the Transaction Documents by Horizon Onex and the Founder stockholders or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon Onex and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of Delaware and the State filing of Delawarea Notification and Report form in accordance with the notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and xxx xxxxx xxx xxxulations thereunder (collectively, the "HSR Act").

Compliance with Laws and Other Instruments; Non-Contravention. Horizon ------------------------------------------------------------- holdsDiamond and its Subsidiaries hold, and at all times has have held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business their respective businesses pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its their operations, excepting, however, when such failure to hold would not have a material adverse effect on Horizon's Business Condition. There are no material violations or claimed violations known by Horizon Diamond or any Subsidiary of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the StockholdersDiamond, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, (i) the Charter Documents of Horizon Diamond or any Subsidiary or (ii) any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Diamond or any Subsidiary is a party, or under which Horizon Diamond or any Subsidiary is obligated, or by which Horizon Diamond or any Subsidiary or any of the rights, properties or assets of Horizon Diamond or any Subsidiary are subject or bound; result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonDiamond or any Subsidiary; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Diamond or any Subsidiary is a party, or under which Horizon Diamond or any Subsidiary is obligated, or by which Horizon Diamond or any Subsidiary or any of the rights, properties or assets of Horizon Diamond or any Subsidiary are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon is a party, or under which Horizon may be obligated, or by which Horizon or any of the rights, properties or assets of Horizon are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 of the Horizon Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required by or with respect to Horizon or any of its ------------------- Subsidiaries in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon and the Founder or the consummation of the Merger or any other transaction described herein, except for the filing by Horizon and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of the State of Delaware.or

Compliance with Laws and Other Instruments; Non-Contravention. Horizon Calogic ------------------------------------------------------------- holds, and at all times has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all such Governmental Entities having jurisdiction over it or any part of its operations, excepting, however, when such failure to hold would not have a material adverse effect on HorizonCalogic's Business Condition. There are no material violations or claimed violations known by Horizon Calogic of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, which such violation would have a material adverse effect on Horizon's Business Condition. Assuming the receipt of all Consents (as defined below)) and assuming the accuracy of the representations and warranties of Parent and Merger Sub contained in this Agreement and the other agreements contemplated hereby, neither the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Calogic and the Stockholders, nor the consummation by Horizon of the Merger or any other transaction described herein to occur at or immediately following the Closingherein, does or will, after the giving of notice, or the lapse of time, or otherwise, conflict with, result in a breach of, or constitute a default under, the Charter Documents of Horizon Calogic or any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or any contract, agreement or commitment to which Horizon Calogic is a party, or under which Horizon Calogic is obligated, or by which Horizon Calogic or any of the rights, properties or assets of Horizon Calogic are subject or bound; result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of HorizonCalogic; terminate, amend or modify, or give any party the right to terminate, amend, modify, abandon or refuse to perform or comply with, any contract, agreement or commitment to which Horizon Calogic is a party, or under which Horizon Calogic is obligated, or by which Horizon Calogic or any of the rights, properties or assets of Horizon Calogic are subject or bound; or accelerate, postpone or modify, or give any party the right to accelerate, postpone or modify, the time within which, or the terms and conditions under which, any liabilities, duties or obligations are to be satisfied or performed, or any rights or benefits are to be received, under any contract, agreement or commitment to which Horizon Calogic is a party, or under which Horizon Calogic may be obligated, or by which Horizon Calogic or any of the rights, properties or assets of Horizon Calogic are subject or bound; except when such violation, breach, default, creation of a Lien or similar act would not have a material adverse effect on Horizon's Business Condition. Section 3.4 of the Horizon Calogic Disclosure Schedule sets forth each agreement, contract or other instrument binding upon Horizon Calogic requiring a notice or consent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Horizon Calogic Disclosure Schedule pursuant to the preceding provisions of this Section 3.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Calogic and the Stockholders or the consummation by Horizon of the Merger or any other transaction described herein to be consummated at or immediately following the Closing (each such notice or consent, a "Consent"). No Assuming the accuracy of the representations ------- and warranties of Parent and Merger Sub contained in this Agreement and the other agreements contemplated hereby, no consent, approval, order, or ------- authorization of or registration, declaration, or filing with or exemption (also a "Consent") by, any court, administrative agency or commission or other ------- governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") is required to be made or obtained by or with respect to Horizon Calogic or any of ------------------- its ------------------- Subsidiaries in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Horizon Calogic and the Founder Stockholders or the consummation of the Merger or any other transaction described herein, except for (i) the filing by Horizon Calogic and Merger Sub of the appropriate Merger Documents with the Secretaries of the State Corporations Commission of the Commonwealth of Virginia and the Secretary of State of California and Delaware and (ii) any filings required by the State of DelawareH-S-R Act (as defined in Section 8.9), and (iii) the filings described in Section 5.7.