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

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries hold, and at all times have held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of 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 their operations. There are no material violations or claimed violations known by Diamond or any Subsidiary of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 Diamond, nor the consummation of the Merger or any other transaction described herein, 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 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary is obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of 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 Diamond 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary is obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of Diamond or any Subsidiary are subject or bound; or accelerate, postpone or

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdExcept as set forth in Section 3.4 of the Hostcentric Disclosure Schedule, Hostcentric holds, and at all times have has held, all material licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations. There are no material violations or claimed violations known by Diamond or any Subsidiary Hostcentric of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondHostcentric, nor the consummation of the Merger or any other transaction described herein, 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, (i) under the Charter Documents of Diamond Hostcentric 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 material contract, agreement or commitment to which Diamond or any Subsidiary Hostcentric is a party, or under which Diamond or any Subsidiary Hostcentric is obligated, or by which Diamond or any Subsidiary Hostcentric or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryHostcentric; (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 Diamond or any Subsidiary Hostcentric is a party, or under which Diamond or any Subsidiary Hostcentric is obligated, or by which Diamond or any Subsidiary Hostcentric or any of the rights, properties or assets of Diamond or any Subsidiary Hostcentric are subject or bound; or (iv) accelerate, postpone oror 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 Hostcentric is a party, or under which Hostcentric may be obligated, or by which Hostcentric or any of the rights, properties or assets of Hostcentric are subject or bound. Section 3.4 of the Hostcentric Disclosure Schedule sets forth a copy or description of each material agreement, contract, commitment or other instrument binding upon 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 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 Hostcentric or the consummation of the Merger or any other transaction described herein (each such notice or consent, a "Consent"). No consent, approval, order, or authorization of or registration,

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdExcell holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not have a material adverse effect on Excell's Business Condition. There are no material violations or claimed violations known by Diamond or any Subsidiary Excell of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondExcell and the Stockholders, nor the consummation of the Merger or any other transaction described herein, 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 Diamond Excell 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 material contract, agreement or commitment to which Diamond or any Subsidiary Excell is a party, or under which Diamond or any Subsidiary Excell is obligated, or by which Diamond or any Subsidiary Excell or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryExcell; 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 Diamond or any Subsidiary Excell is a party, or under which Diamond or any Subsidiary Excell is obligated, or by which Diamond or any Subsidiary Excell or any of the rights, properties or assets of Diamond or any Subsidiary Excell are subject or bound; or accelerate, postpone oror 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 Excell is a party, or under which Excell may be obligated, or by which Excell or any of the rights, properties or assets of Excell are subject or bound. Section 3.4 of the Excell Disclosure Schedule sets forth each material agreement, contract or other instrument binding upon 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 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 Excell and the Stockholders or the consummation of the Merger or any other transaction described herein (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 Excell in connection with its execution, delivery or ------ performance of this Agreement and all other agreements contemplated hereby by Excell and the Stockholders or its consummation of the Merger or any other transaction described herein, except for the filing by Excell and Merger Sub of the appropriate Merger Documents with the Secretary of State of Washington.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdMentorix holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not have a material adverse effect on Mentorix’s Business Condition. There are no material violations or claimed violations known by Diamond or any Subsidiary Mentorix of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondMentorix and Mentorix India, nor the consummation of the Merger or any other transaction described herein, 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 Diamond Mentorix or any Subsidiary or (ii) 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary is obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryMentorix; 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary is obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of Diamond or any Subsidiary are subject or boundMaterial Contract; or accelerate, postpone oror 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. Section 3.4 of the Mentorix Disclosure Schedule sets forth each agreement, contract or other instrument binding upon 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 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 Mentorix, Mentorix India and the Shareholders or the consummation of the Merger or any other transaction described herein (each such notice or consent, a “Consent”). 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 Mentorix or Mentorix India in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Mentorix, Mentorix India and the Shareholders or the consummation of the Merger or any other transaction described herein, except for the filing by Mentorix and Merger Sub of the appropriate Merger Documents with the Secretary of State of California and Secretary of State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdOnex ------------------------------------------------------------- holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, except, however, when such failure to hold would not have an Onex Material Adverse Effect. There are no material violations or claimed violations known by Diamond or any Subsidiary Onex of any such license, permit or authorization or any such statute, law, ordinance, rule or regulationregulation except, however, for such violations which would not have an Onex Material Adverse Effect. Assuming the receipt of all Consents (as defined below), neither the execution, delivery or performance of this Agreement Agreement, by Onex and all other agreements contemplated hereby by Diamondthe stockholders, nor the consummation of the Merger or any other transaction described herein, 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 Diamond Onex 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 Diamond or any Subsidiary Onex is a party, or under which Diamond or any Subsidiary Onex is obligated, or by which Diamond or any Subsidiary Onex or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryOnex; 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 Diamond or any Subsidiary Onex is a party, or under which Diamond or any Subsidiary Onex is obligated, or by which Diamond or any Subsidiary Onex or any of the rights, properties or assets of Diamond or any Subsidiary Onex are subject or bound; or accelerate, postpone oror 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 Onex is a party, or under which Onex may be obligated, or by which Onex or any of the rights, properties or assets of Onex are subject or bound, other than any of the foregoing which would not have an Onex Material Adverse Effect. Section 3.4 of the Onex Disclosure Schedule sets forth each agreement, contract or other instrument binding upon 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 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 the Investment Agreement (collectively, the "Transaction Documents") by Onex --------------------- and the stockholders or the consummation of the Merger or any other transaction described herein (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 Onex ------------------- or any of its Subsidiaries in connection with the execution, delivery or performance of the Transaction Documents by Onex and the stockholders or the consummation of the Merger or any other transaction described herein, except for the filing by Onex and Merger Sub of the appropriate Merger Documents with the Secretary of State of Delaware and the filing of a 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. Diamond and its Subsidiaries holdStealth holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not reasonably be expected to have a Material Adverse Effect. There are no material violations or claimed violations known by Diamond or any Subsidiary the Principal Stockholders of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondStealth and/or the Sellers, nor the consummation of the Merger or any other transaction transactions described herein, 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, (i) the Charter Documents of Diamond or any Subsidiary or (ii) 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 Diamond or any Subsidiary Stealth is a party, or under which Diamond or any Subsidiary Stealth is obligated, or by which Diamond or any Subsidiary Stealth or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any Subsidiary; 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 Diamond or any Subsidiary Stealth is a party, or under which Diamond or any Subsidiary Stealth is obligated, or by which Diamond or any Subsidiary Stealth or any of the rights, properties or assets of Diamond 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 Subsidiary rights or benefits are to be received, under any contract, agreement or commitment to which Stealth is a party, or under which Stealth may be obligated, or by which Stealth or any of the rights, properties or assets of Stealth are subject or bound; except, in the cases of clauses (b) through (e), as would not have a Material Adverse Effect. Section 2.3 of the Stealth Disclosure Schedule sets forth each Major Contract (as hereinafter defined) requiring a notice or accelerateconsent (by its terms or as a result of any conflict or other contravention required to be disclosed in the Stealth Disclosure Schedule pursuant to the preceding provisions of this Section 2.3) as a result of the execution, postpone ordelivery or performance of this Agreement and all other agreements contemplated hereby by Stealth and/or the Sellers or the consummation of the transactions described herein (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 Stealth in connection with the execution, delivery or performance of this Agreement and all applicable Ancillary Agreements by the Sellers or the consummation of the transactions described herein.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries hold, and at all times have held, Adaytum holds all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not reasonably be expected to have a material adverse effect on Adaytum’s Business Condition. There are no material violations or claimed violations known by Diamond or any Subsidiary of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondAdaytum and the Principal Stockholders (as defined below), nor the consummation of the Merger or any other transaction described herein, 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 Diamond Adaytum 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 Diamond or any Subsidiary Adaytum is a party, or under which Diamond or any Subsidiary Adaytum is obligated, or by which Diamond or any Subsidiary Adaytum or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryAdaytum; 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 Diamond or any Subsidiary Adaytum is a party, or under which Diamond or any Subsidiary Adaytum is obligated, or by which Diamond or any Subsidiary Adaytum or any of the rights, properties or assets of Diamond or any Subsidiary Adaytum are subject or bound; or accelerate, postpone oror 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 Adaytum is a party, or under which Adaytum may be obligated, or by which Adaytum or any of the rights, properties or assets of Adaytum are subject or bound, other than any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Business Condition of Adaytum. Section 3.4 of the Adaytum Disclosure Schedule sets forth each agreement, contract or other instrument binding upon 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 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 Adaytum or the consummation of the Merger or any other transaction described herein (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, 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 Adaytum in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Adaytum or the consummation of the Merger or any other transaction described herein, except for the filing by Adaytum and Merger Sub of the appropriate Merger Documents with the Secretary of State of Delaware.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdNavigator holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations. There are no material violations or claimed violations known by Diamond Navigator or any Subsidiary the Stockholder of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondNavigator and the Stockholder, nor the consummation of the Merger or any other transaction described herein, 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 Diamond Navigator 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 Diamond or any Subsidiary Navigator is a party, or under which Diamond or any Subsidiary Navigator is obligated, or by which Diamond or any Subsidiary Navigator or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryNavigator; 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 Diamond or any Subsidiary Navigator is a party, or under which Diamond or any Subsidiary Navigator is obligated, or by which Diamond or any Subsidiary Navigator or any of the rights, properties or assets of Diamond or any Subsidiary Navigator are subject or bound; or accelerate, postpone oror 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 Navigator is a party, or under which Navigator may be obligated, or by which Navigator or any of the rights, properties or assets of Navigator are subject or bound.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdXyz holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not have a material adverse effect on the Business Condition. There are no material violations or claimed violations known by Diamond or any Subsidiary Xyz of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondXyz, nor the consummation of the Merger or any other transaction transactions described herein, 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 Diamond Xyz 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 Diamond or any Subsidiary Xyz is a party, or under which Diamond or any Subsidiary Xyz is obligated, or by which Diamond or any Subsidiary Xyz or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryPurchased 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 Diamond or any Subsidiary Xyz is a party, or under which Diamond or any Subsidiary Xyz is obligated, or by which Diamond or any Subsidiary Xyz or any of the rights, properties or assets of Diamond or any Subsidiary Purchased Assets are subject or bound; or accelerate, postpone oror 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 Xyz is a party, or under which Xyz may be obligated, or by which Xyz or any of the Purchased Assets are subject or bound. Section 2.4 of the Xyz Disclosure Schedule sets forth each agreement, contract or other instrument binding upon 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 Xyz Disclosure Schedule pursuant to the preceding provisions of this Section 2.4) as a result of the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Xyz or the consummation of the transactions described herein (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 Xyz in connection with the execution, delivery or performance of this Agreement and all applicable Ancillary Agreements by Xyz or the consummation of the transactions described herein. For purposes of this Agreement, Lien (“Lien”) means any security interest, mortgage, lien, charge, restriction, claim, encumbrance or assessment of any nature whatsoever.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdCalogic ------------------------------------------------------------- holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not have a material adverse effect on Calogic's Business Condition. There are no material violations or claimed violations known by Diamond or any Subsidiary Calogic of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondCalogic and the Stockholders, nor the consummation of the Merger or any other transaction described herein, 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 Diamond Calogic 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 Diamond or any Subsidiary Calogic is a party, or under which Diamond or any Subsidiary Calogic is obligated, or by which Diamond or any Subsidiary Calogic or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryCalogic; 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 Diamond or any Subsidiary Calogic is a party, or under which Diamond or any Subsidiary Calogic is obligated, or by which Diamond or any Subsidiary Calogic or any of the rights, properties or assets of Diamond or any Subsidiary Calogic are subject or bound; or accelerate, postpone oror 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 Calogic is a party, or under which Calogic may be obligated, or by which Calogic or any of the rights, properties or assets of Calogic are subject or bound. Section 3.4 of the Calogic Disclosure Schedule sets forth each agreement, contract or other instrument binding upon 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 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 Calogic and the Stockholders or the consummation of the Merger or any other transaction described herein (each such notice or consent, a "Consent"). 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 Calogic or any of ------------------- its Subsidiaries in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Calogic and the Stockholders or the consummation of the Merger or any other transaction described herein, except for (i) the filing by Calogic and Merger Sub of the appropriate Merger Documents with the Secretary of State of California and Delaware and (ii) any filings required by the H-S-R Act (as defined in Section 8.9), and (iii) the filings described in Section 5.7.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdCelsys holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) reasonably necessary for the lawful conduct of their respective businesses 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 their its operations, excepting, however, when such failure to hold would not have a material adverse effect on Celsys’s Business Condition. There are no material violations or claimed violations known by Diamond or any Subsidiary Celsys of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 DiamondCelsys and the Stockholders, nor the consummation of the Merger or any other transaction described herein, does or will, : (a) 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 Diamond or any Subsidiary or Celsys; (ii) any federal, foreign, state or local court or administrative order or process, statute, law, ordinance, rule or regulation, or ; (iii) any contract, agreement or commitment to which Diamond or any Subsidiary Celsys is a party, party or under which Diamond or any Subsidiary Celsys is obligated, or by which Diamond or any Subsidiary Celsys or any of the rights, properties or assets of Diamond or any Subsidiary Celsys are subject or bound; ; (b) result in the creation of any Lien upon, or otherwise adversely affect, any of the rights, properties or assets of Diamond or any Subsidiary; Celsys; (c) 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 Diamond or any Subsidiary Celsys is a party, or under which Diamond or any Subsidiary Celsys is obligated, or by which Diamond or any Subsidiary Celsys or any of the rights, properties or assets of Diamond or any Subsidiary Celsys are subject or bound; or ; (d) accelerate, postpone oror 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 Celsys is a party, or under which Celsys may be obligated, or by which Celsys or any of the rights, properties or assets of Celsys are subject or bound.

Compliance with Laws and Other Instruments; Non-Contravention. Diamond and its Subsidiaries holdHorizon ------------------------------------------------------------- holds, and at all times have has held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of their respective businesses 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 their its 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 Diamond or any Subsidiary 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 DiamondHorizon and the Stockholders, nor the consummation by Horizon of the Merger or any other transaction described hereinherein 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, (i) the Charter Documents of Diamond Horizon 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 Diamond or any Subsidiary Horizon is a party, or under which Diamond or any Subsidiary Horizon is obligated, or by which Diamond or any Subsidiary Horizon or any of the rights, properties or assets of Diamond or any Subsidiary 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 Diamond or any SubsidiaryHorizon; 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 Diamond or any Subsidiary Horizon is a party, or under which Diamond or any Subsidiary Horizon is obligated, or by which Diamond or any Subsidiary Horizon or any of the rights, properties or assets of Diamond or any Subsidiary Horizon are subject or bound; or accelerate, postpone oror 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. Diamond and its Subsidiaries hold, and at all times have held, all licenses, permits and authorizations from all Governmental Entities (as defined below) necessary for the lawful conduct of 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 their operations. There are no material violations or claimed violations known by Diamond or any Subsidiary of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation. 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 Diamond, nor the consummation of the Merger or any other transaction described herein, 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 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary is obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of 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 Diamond 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary is obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of Diamond or any Subsidiary are subject or bound; or accelerate, postpone oror 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 Diamond or any Subsidiary is a party, or under which Diamond or any Subsidiary may be obligated, or by which Diamond or any Subsidiary or any of the rights, properties or assets of Diamond or any Subsidiary are subject or bound other than any of the foregoing listed in (ii) which would not have, individually or in the aggregate, a material adverse effect on the Business Condition of Diamond or any Subsidiary. Section 3.4 of the Diamond Disclosure Schedule sets forth each agreement, contract or other instrument binding upon 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 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 Diamond or the consummation of the Merger or any other transaction described herein (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 Diamond or any ------------------- Subsidiary in connection with the execution, delivery or performance of this Agreement and all other agreements contemplated hereby by Diamond or the consummation of the Merger or any other transaction described herein, except for the filing by Diamond and Merger Sub of the appropriate Merger Documents with the Secretary of State of Delaware.