Common use of Compliance with Laws and Regulations and Performance of Obligations and Contracts Clause in Contracts

Compliance with Laws and Regulations and Performance of Obligations and Contracts. The Company and its subsidiaries have, and at the Closing Date and each Option Closing Date will have, (i) complied in all material respects with all laws, regulations and orders applicable to it or its business and (ii) performed all obligations required to be performed by it, and is not, and at the Closing Date and each Option Closing Date will not be, in default under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, lease, merger agreement or other contract, agreement or instrument (individually, a “Contract” and collectively, “Contracts”) to which it is a party or by which its property is bound or affected, except in the case of this clause (ii) as would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, no other party under any Contract to which it or any of its subsidiaries is a party is in default in any respect thereunder or has given written or oral notice to the Company or any of its subsidiaries or any of their officers or directors of such other party’s intention to terminate, cancel or refuse to renew any Contract. Neither the Company nor any of its subsidiaries is now, and at the Closing Date and each Option Closing Date will be, in violation of any provision of its certificate of incorporation or by-laws. The disclosures included in the Registration Statement, the General Disclosure Package and the Prospectus concerning the effects of Federal, state, local and foreign laws, rules and regulations on the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted are correct in all material respects.

Compliance with Laws and Regulations and Performance of Obligations and Contracts. The Company and its subsidiaries subsidiary have, and at the Closing Date and each Option Closing Date will have, (i) complied in all material respects with all laws, regulations and orders applicable to it or its business business, except as would not, individually or in the aggregate, result in a Material Adverse Effect and (ii) performed in all material respects the obligations required to be performed by it, and is not, and at the Closing Date and each Option Closing Date will not be, in default under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, lease, merger agreement lease or other contract, agreement or instrument (individually, a “Contract” and collectively, “Contracts”) to which it is a party or by which its property is bound or affected, except as would not, individually or in the case of this clause (ii) as would not reasonably be expected to aggregate, result in a Material Adverse Effect. To the knowledge of the Company, no other party under any Contract to which it or any of its subsidiaries is a party party: (i) is in default in any respect thereunder where such default would have a Material Adverse Effect, or (ii) has given written or oral notice to the Company or any of its subsidiaries or any of their officers or directors of such other party’s intention to terminate, cancel or refuse to renew any ContractContract where such termination, cancelation or refusal to renew would have a Material Adverse Effect. Neither the The Company nor any of its subsidiaries is not now, and at the Closing Date and each Option Closing Date will not be, in violation of any provision of its certificate of incorporation or by-laws. The disclosures included in the Registration Statement, the General Disclosure Package and the Prospectus concerning the effects of Federalfederal, state, local and foreign laws, rules and regulations on the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted are correct in all material respects.

Compliance with Laws and Regulations and Performance of Obligations and Contracts. The Each of the Company and its subsidiaries have, and at the Closing Date and each Option Closing Date will have, has (i) complied in all material respects with all laws, regulations and orders applicable to it or its business and is not in breach or default of any approval, consent, waiver, authorization, exemption, permission, endorsement or license granted by court, administrative agency or other governmental or regulatory body or stock exchange authorities; and (ii) performed all obligations required to be performed by itit in all material respects, and is not, and at the Closing Date and each Option Closing Date will not be, in default under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, lease, merger agreement lease or other contract, agreement or instrument (individually, a “Contract” and collectively, “Contracts”) to which it is a party or by which its property is bound or affected, except in the case of this clause (ii) for such defaults, if any, as would not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse EffectEffect and would not prevent or materially interfere with the consummation of the transactions contemplated hereby. To the knowledge of the CompanyCompany and its subsidiaries, no other party under any Contract to which it or any of its subsidiaries is a party is in default in any respect thereunder or has given written or oral notice to the Company or any of its subsidiaries or any of their respective officers or directors of such other party’s intention to terminate, cancel or refuse to renew any Contract. Neither , except as would not reasonably be expected, individually or in the Company nor any aggregate, to have a Material Adverse Effect and would not prevent or materially interfere with the consummation of its subsidiaries is now, and at the Closing Date and each Option Closing Date will be, in violation of any provision of its certificate of incorporation or by-lawstransactions contemplated hereby. The disclosures included in the Registration Statement, the General Disclosure Package and the Prospectus concerning the effects of Federalfederal, state, local and foreign laws, rules and regulations on the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted are correct in all material respects.