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

Compliance with Laws and Other Instruments. Each of (a) the execution and delivery of this Subscription Agreement by the Company, the performance by the Company of its obligations under this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Company, the performance by the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the Company, as applicable, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Company.

Compliance with Laws and Other Instruments. Each The business and operations of the Company have been and are being conducted in accordance with all applicable federal, state and local laws, rules and regulations, except to the extent that noncompliance with laws, rules and regulations would not, individually or in the aggregate, have a Material Adverse Effect (aas hereinafter defined) on the Company. The execution and delivery of this Subscription Agreement by the Company, the performance by the Company of its obligations under this Subscription Agreement and the consummation by Ancillary Agreements and the performance of this Agreement and the Ancillary Agreements, and the terms of the Certificate (a) will not require from the Board or stockholders of the Company of any consent or approval that has not been validly and lawfully obtained (except to the transactions contemplated hereby and extent that additional Board action may be required to effect a Securities Act registration), (b) will not require any authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality of government, except such as shall have been lawfully and validly obtained prior to the execution and delivery Closing (except for filing a Form D with the Commission within 15 days of the Governing Documents by Closing Date and proceedings under the CompanySecurities Act or state blue sky laws to register Common Stock under the Securities Act), the performance by (c) will not cause the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: to violate or contravene (i) does not conflict with or result in any breach or violation provision of or default under the organizational documents governing the Company, as applicablelaw, (ii) does any rule or regulation of any agency or government, domestic or foreign, (iii) any order, writ, judgment, injunction, decree, determination or award, or (iv) any provision of the Articles of Incorporation or Bylaws of the Company, (d) will not violate or be in conflict with, result in a breach of or constitute (with or result in without notice or lapse of time or both) a default under, any breach indenture, loan or violation credit agreement, note agreement, deed of or default under any material trust, mortgage, security agreement or other instrument agreement, lease or instrument, commitment or arrangement to which the Company is a party or by which the Company, Company or any of its properties properties, assets or rights are boundis bound or affected, to the extent that such violation, conflict breach or default would (individually or in the aggregate) have a Material Adverse Effect and (e) will not result in the creation or imposition of any Lien. The Company is not in material violation of, or (with or without notice or lapse of time or both) in default under, any material licenseterm or provision of its Articles of Incorporation or Bylaws or of any indenture, permitloan or credit agreement, franchisenote agreement, judgmentdeed of trust, decreemortgage, awardsecurity agreement or other agreement, statutelease or other instrument, rule commitment or regulation applicable arrangement to which the Company is a party or its businessby which any of the Company's properties, properties assets or rights, other than such conflicts, breaches, violations rights is bound or defaults that would affected. The Company is not subject to any restriction of any kind or character which has or may have a material adverse effect Material Adverse Effect on the Company or otherwise are not material to which prohibits the Company from entering into this Agreement or would prevent or make burdensome its performance of the obligations or compliance with all or any part of the Company under this Subscription Agreement, any Ancillary Agreement or the Governing Documents, (iii) does not violate any applicable material statute Certificate or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance consummation of the obligations of the Company under this Subscription Agreement transactions contemplated hereby or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Companythereby.

Compliance with Laws and Other Instruments. Each of (a) the execution and delivery of this Subscription Agreement by the CompanyFund, the performance by the Company Fund of its obligations under this Subscription Agreement and the consummation by the Company Fund of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the CompanyFund, the performance by the Company Fund of its obligations under the Governing Documents and the consummation by the Company Fund of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the CompanyGoverning Documents, as applicable, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which the Company Fund is a party or by which the CompanyFund, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company Fund or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company Fund or otherwise are not material to the performance of the obligations of the Company Fund under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company Fund or otherwise are not material to the performance of the obligations of the Company Fund under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the CompanyFund.

Compliance with Laws and Other Instruments. Each of (a) the execution and delivery of this Subscription Agreement by the CompanyExcept as set forth on Schedule 2.10, the performance by neither the Company nor any Subsidiary has violated or breached, or been in default under, or is in violation or breach of, or in default under (i) any provision of its obligations under this Subscription Agreement articles of association, articles of incorporation, by-laws or other organizational or constitutive documents, (ii) any provision of any law or regulation applicable to it or to which any of its assets is subject (including laws and regulations relating to health and safety matters, environmental protection and pollution control), (iii) any order, judgment or award of any court, tribunal or governmental authority applicable to it or to which any of its assets is subject, or (iv) any agreement or instrument to which it is a party or to which any of its assets is subject, except for violations, breaches or defaults that, individually and in the aggregate, would not have or result in a Material Adverse Effect. (b) The Company and each Subsidiary has all permits, licences and other authorizations of governmental authorities that are required for the conduct of its business and operations as presently conducted (including permits, licenses and other authorizations relating to health and safety matters, environmental protection and pollution control); and the consummation by Company and each Subsidiary is, and at all times has been, in compliance with the Company provisions of such permits, licenses and authorizations, except for such failures so to comply that, individually and in the aggregate, would not have or result in a Material Adverse Effect. No consent or authorization of, or filing with or notice to, any governmental authority is required with respect to any such permit, license or authorization as a result of the transactions contemplated hereby and (b) the execution and delivery by this Agreement; none of the Governing Documents terms and conditions of any such permit, license or authorization will be subject to termination or modification as a result of the acquisition of the Company by the Company, the performance by the Company of its obligations under the Governing Documents Buyer and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under by this Agreement; and neither the organizational documents governing the Company, as applicable, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which Buyer nor the Company is a party nor any Subsidiary will be required to pay any fees or by which the Company, or make other payments with respect to any of its properties or rights are bound, or any material license, such permit, franchise, judgment, decree, award, statute, rule license or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have authorization as a material adverse effect on the Company or otherwise are not material to the performance result of the obligations acquisition of the Company under by the Buyer and the transactions contemplated by this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the CompanyAgreement.

Compliance with Laws and Other Instruments. Each of (a) To the Knowledge of the Companies, each Company and each Subsidiary holds all Licenses necessary for the lawful conduct of their respective businesses pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all Governmental Entities having jurisdiction over them or any part of their operations, excepting, however, when such failure to hold would not have a Material Adverse Effect on the Business Condition of the Companies, and excepting Licenses required under Environmental Laws. To the Knowledge of the Companies, there are no violations or claimed violations of any such License or any such statute, law, ordinance, rule, or regulation, except with regard to Environmental Laws and Licenses required thereunder. (b) Subject to the satisfaction of the conditions set forth in Sections 8.1 and 8.3, the execution and delivery of this Subscription Agreement by the Companydo not, the performance by the Company of its obligations under this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Companythereby will not, the performance by the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of of, or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or the organizational documents creation of a lien, pledge, security interest, charge, or other encumbrance on assets (any such conflict, violation, default, right, loss or creation being referred to herein as a "Violation") pursuant to (i) any provision of the Articles of Incorporation or Bylaws of any Company or the comparable governing the Company, as applicable, instruments of any Subsidiary or (ii) does not conflict with any loan or result in any breach credit agreement, note, bond, mortgage, indenture, contract, lease, or violation of or default under any material other agreement or other instrument to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material licenseinstrument, permit, concession, franchise, judgmentlicense, decree, awardOrder, statute, law, ordinance, rule or regulation applicable to the any Company or its business, any Subsidiary or their respective properties or rightsassets, other than than, in the case of (ii), any such conflicts, breaches, violations Violation which individually or defaults that in the aggregate would not have a material adverse effect Material Adverse Effect on the Company or otherwise are not material to the performance Business Condition of the obligations Companies. (c) No Consent of any Governmental Entity is required by or with respect to any Company in connection with the Company under execution and delivery of this Subscription Agreement or the Governing Documentsconsummation by the Companies of the transactions contemplated hereby or thereby, except for Consents, if any, relating to (i) the filing of a premerger notification report and all other required documents by Parent and the Companies, and the expiration of all applicable waiting periods, under the HSR Act, (ii) such filings, authorizations, Orders and approvals as may be required under foreign laws, state securities laws and the NASD Bylaws or "blue sky" laws, and (iii) does the filing of the Merger Documents with the Secretary of State of the State of Washington (the filings and approvals referred to in clauses (i), (ii) and (iii) are collectively referred to as the "Companies' Required Statutory Approvals") and except for such other Consents which if not violate any applicable material statute obtained or regulation, other than such violations that made would not have a material adverse effect Material Adverse Effect on the Company or otherwise are not material to the performance Business Condition of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the CompanyCompanies.

Compliance with Laws and Other Instruments. Each of (a) To the Knowledge of the Company, each of the Company and its subsidiary holds all Licenses necessary for the lawful conduct of its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all 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 the Business Condition of the Company or its subsidiary. To the Knowledge of the Company, there are no violations or claimed violations of any such License or any such statute, law, ordinance, rule or regulation. (b) Except as set forth on Schedule 4.4(b), the execution and delivery of this Subscription Agreement by does not, and execution and delivery of the CompanyMerger Documents and the consummation of the transactions contemplated hereby and thereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of a material benefit under, or the performance by creation of a lien, pledge, security interest, charge, or other encumbrance on Assets (any such conflict, violation, default, right, loss or creation being referred to herein as a “Violation”) pursuant to (i) any provision of the Articles of Incorporation or Regulations of the Company or its subsidiary or (ii) any loan or credit agreement, note, bond, mortgage, indenture, contract, Lease, License or other material agreement or instrument, permit, concession, franchise, license, Order, statute, law, ordinance, rule or regulation applicable to the Company or its subsidiary, or their respective properties or the Assets, other than, in the case of (ii), any such Violation which individually or in the aggregate would not have a Material Adverse Effect on the Business Condition of the Company or its obligations under subsidiary. (c) No Governmental Consent of any Governmental Entity is required by or with respect to the Company or its subsidiary in connection with the execution and delivery of this Subscription Agreement and the Merger Documents or the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Companyor thereby, the performance by the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: except for Governmental Consents, if any, relating to (i) does not conflict with such filings, authorizations, Orders and approvals as may be required under foreign laws, state securities laws and the NASD Bylaws or result in any breach or violation of or default under the organizational documents governing the Company“blue sky” laws, as applicable, and (ii) does the filing of the Merger Documents with the Secretary of State of the State of Ohio (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the “Company Required Statutory Approvals”) and except for such other Governmental Consents which if not conflict with obtained or result in any breach or violation made would not have a Material Adverse Effect on the Business Condition of or default under any material agreement or other instrument to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Companysubsidiary.

Compliance with Laws and Other Instruments. Each of Company holds, and ------------------------------------------ at all times has held, all licenses, permits, and authorizations from all Governmental Entities, (aas defined below) necessary for the execution and delivery of this Subscription Agreement by the Company, the performance by the Company lawful conduct of its obligations under this Subscription Agreement business pursuant to all applicable statutes, laws, ordinances, rules, and the consummation by the Company regulations of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Company, the performance by the Company all such authorities having jurisdiction over it or any part of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the Companyoperations, as applicableexcepting, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument however, when such failure to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that hold would not have a material adverse effect on the Company's Business Condition. There are no violations or claimed violations known by Company or otherwise are not material to any Principal Shareholder of any such license, permit, or authorization or any such statute, law, ordinance, rule or regulation. Neither the execution and delivery of this Agreement by Company and any Principal Shareholder nor the performance by Company and the Principal Shareholders of their obligations under this Agreement will, in any material respect, violate any provision of laws or will conflict with, result in the material breach of any of the obligations terms or conditions of, constitute a material breach of any of the terms or conditions of, constitute a material default under, permit any party to accelerate any right under, renegotiate, or terminate, require consent, approval, or waiver by any party under, or result in the creation of any lien, charge, encumbrance, or restriction upon any of the properties, assets, or Company under Common Shares pursuant to, any of the Charter Documents or any agreement (including, without limitation, government contracts), indenture, mortgage, franchise, license, permit, lease or other instrument of any kind to which Company is a party or by which Company or any of its assets is bound or affected. No consent, approval, order or authorization of or registration, declaration or filing with or exemption by or notice to (collectively "Consents"), any court, administrative agency, commission or other governmental authority or instrumentality, whether domestic or foreign (each a "Governmental Entity") or other third-party is required by or with respect to Company in connection with the execution and delivery of this Subscription Agreement by Company or the Governing Documentsconsummation by Company of the transactions contemplated hereby, except for (iiii) does the filing of a premerger notification report and all other required documents by Expedia and Company, and the expiration of all applicable waiting periods, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and (ii) the filing of the appropriate Merger Documents with the Secretary of State of Delaware and except for such other Consents, which if not violate any applicable material statute obtained or regulation, other than such violations that made would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Company's Business Condition.

Compliance with Laws and Other Instruments. Each of (a) the execution and delivery of this Subscription Agreement by the Company, the performance by the Company of its obligations under this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Company, the performance by the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the Company, as applicable, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Company.. ​ ​ ​ ​

Compliance with Laws and Other Instruments. Each of (a) the execution acceptance and delivery of this Subscription Agreement by the Company, the performance by the Company of its obligations under this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Company, the performance by the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the CompanyGoverning Documents, as applicable, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Company.

Compliance with Laws and Other Instruments. Each of (a) The Company and the Company Subsidiary hold all licenses, permits and authorizations necessary for the lawful conduct of their business as now being conducted pursuant to all applicable statutes, laws, ordinances, rules and regulations of all governmental bodies, agencies and other authorities having jurisdiction over them or any part of its respective operations, except for such licenses, permits and authorizations the failure of which to obtain have not had and could not reasonably be expected to have a Material Adverse Effect on the Company. There are no violations or, to the Company’s Knowledge, claimed violations by the Company or the Company Subsidiary of any such license, permit or authorization or any such statute, law, ordinance, rule or regulation, except for such violations or claimed violations that have not had and could not reasonably be expected to have a Material Adverse Effect on the Company. (b) Neither the execution and delivery of this Subscription Agreement or any of the Transaction Documents by the Company, Company nor the performance by the Company of its obligations under this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the Company, the performance by the Company any of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: hereunder or thereunder, will (i) does not conflict with violate any provision of any United States federal, state or result in local statute, law, ordinance, rule or regulation or any breach decree or violation order of or default under the organizational documents governing the Company, as applicableany governmental entity thereof, (ii) does not conflict with with, result in the breach of any of the terms or conditions of, constitute a default under, permit any party to accelerate any right under or terminate, constitute a waiver of any material right under, require consent of any party under, or result in the creation of any breach Encumbrance upon any of the properties, assets or violation capital stock of the Company or default under the Company Subsidiary pursuant to any material agreement agreement, indenture, mortgage, lease, franchise, license, permit, authorization or other similar instrument of any kind to which the Company or the Company Subsidiary is a party or by which any of the Company’s properties or assets is bound or (iii) conflict with, result in the breach of any of the terms or conditions of, or constitute a default under any provision of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to charter document of the Company or its businessthe Company Subsidiary, properties or rightsexcept, other than in the case of clauses (i) and (ii) only, such violations, conflicts, breaches, violations or defaults defaults, waivers, consents and Encumbrances that would could not reasonably be expected to have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect Material Adverse Effect on the Company.

Compliance with Laws and Other Instruments. Each of (a) the execution and delivery of this Subscription Agreement by the CompanyFund, the performance by the Company Fund of its obligations under this Subscription Agreement and the consummation by the Company Fund of the transactions contemplated hereby and (b) the execution and delivery of the Governing Documents by the CompanyFund, the performance by the Company Fund of its obligations under the Governing Documents and the consummation by the Company Fund of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the Company, as applicableGoverning Documents, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which the Company Fund is a party or by which the CompanyFund, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company Fund or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company Fund or otherwise are not material to the performance of the obligations of the Company Fund under this Subscription Agreement or the Governing Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company Fund or otherwise are not material to the performance of the obligations of the Company Fund under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the CompanyFund.

Compliance with Laws and Other Instruments. Each The Company holds, and at all times has held, all licenses, permits, and authorizations (collectively, "Permits") from all Governmental Entities (as defined below) necessary for the lawful conduct of (a) its business pursuant to all applicable statutes, laws, ordinances, rules, and regulations of all such 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 the Company's business condition. There are no violations or claimed violations known by the Company or the Shareholder of any such license, permit, or authorization or any such statute, law, ordinance, rule or regulation. Neither the execution and delivery of this Subscription Agreement by the Company, Company and the Shareholder nor the performance by the Company and the Shareholder of its their obligations under this Subscription Agreement and will violate any provision of laws, will conflict with, result in the consummation by the Company breach of any of the transactions contemplated hereby and (b) the execution and delivery terms or conditions of, constitute a breach of any of the Governing Documents terms or conditions of, constitute a default under, permit any party to accelerate any right under, renegotiate, or terminate, require consent, approval, or waiver by the Companyany party under, the performance by the Company of its obligations under the Governing Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in the creation of any breach lien, charge, encumbrance, or violation restriction upon any of the properties, assets, or default under the organizational documents governing Common Stock pursuant to, any of the CompanyCharter Documents or any agreement (including government contracts), as applicableindenture, (ii) does not conflict with or result in any breach or violation of or default under any material agreement mortgage, franchise, license, permit, lease or other instrument to of any kind or which the Company is a party or by which the Company, Company or any of its properties assets is bound or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, affected other than such violations, conflicts, breaches, violations defaults or defaults that would not have a material adverse effect on rights which, singly or in the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documentsaggregate, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Company's business condition or would not prevent the Company from performing any of its obligations under this Agreement. No consent, approval, order or authorization of or registration, declaration or filing with or exemption (collectively "Consents") 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 the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for such other Consents, which if not obtained or made would not have a material adverse effect on the Company's Business Condition or would not prevent the Company from performing any of its obligations under this Agreement.

Compliance with Laws and Other Instruments. Each of (a) the execution acceptance and delivery of this Subscription Agreement by the Company, the performance by the Company of its obligations under this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and (b) the execution and delivery of the Governing Organizational Documents by the Company, the performance by the Company of its obligations under the Governing Organizational Documents and the consummation by the Company of the transactions contemplated thereby: (i) does not conflict with or result in any breach or violation of or default under the organizational documents governing the CompanyOrganizational Documents, as applicable, (ii) does not conflict with or result in any breach or violation of or default under any material agreement or other instrument to which the Company is a party or by which the Company, or any of its properties or rights are bound, or any material license, permit, franchise, judgment, decree, award, statute, rule or regulation applicable to the Company or its business, properties or rights, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Organizational Documents, (iii) does not violate any applicable material statute or regulation, other than such violations that would not have a material adverse effect on the Company or otherwise are not material to the performance of the obligations of the Company under this Subscription Agreement or the Governing Organizational Documents or (iv) does not require the filing or registration with, or the approval, authorization, license or consent of, any court or governmental department, agency or authority, or any third party which has not already been duly and validly made or obtained, except where the failure to make such filing or registration or obtain such approval, authorization, license or consent would not have a material adverse effect on the Company.