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

Compliance with Other Instruments and Laws. No member of the Kidville Group is in violation, breach or default of any provision of its organizational documents. No member of the Kidville Group is in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group is in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by Kidville, and Kidville’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closing), result in the creation of any Lien upon any of the properties or assets of the Kidville Group, trigger any right of cancellation, termination or acceleration under any Kidville Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger Sub.

Compliance with Other Instruments and Laws. No member of the Kidville Group Parent is not in violation, breach violation or default of any provision of its organizational documents. No member the Parent Certificate or the Parent By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyParent. No member of the Kidville Group Parent is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesParent. The execution and delivery of this Agreement by KidvilleParent, and KidvilleParent’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupParent, trigger any right of cancellation, termination or acceleration under any Kidville Parent Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubParent.

Compliance with Other Instruments and Laws. No member of the Kidville Group Parent is not in violation, breach or default of any provision of its organizational documents. No member the Parent Certificate or the Parent By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, Parent or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Parent is not in violation of any provision of any federal, state, local or foreign Law, statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, includingwhich violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Parent, including without limitation, all environmental Laws, all Laws, regulations and orders relating to anti-trust antitrust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would have a Material Adverse Effect on the Kidville Groupcredit. No member of the Kidville Group Parent has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by KidvilleParent, and KidvilleParent’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupParent, trigger any right of cancellation, termination or acceleration under any Kidville Parent Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise franchise, permit, license, authorization or approval applicable to any member of the Kidville Group Parent or result in a Material Adverse Effect on Parent. Parent has delivered to B-Balloon and Neovasc copies of all written communications to and from the FDA and written summaries of all such oral communications. Parent has no knowledge that could reasonably lead it to believe that the FDA will not approve any member of its proposed products or that questions the Kidville Group other than any such matter caused by validity of its clinical trials. Health Canada’s Therapeutic Products Directorate (“TPD”) is the Canadian federal authority that regulates pharmaceutical drugs and medical devices for human use, including the giving of market authorization in accordance with requirements of safety, efficacy and quality under the Food and Drugs Act and Regulations. Parent or Merger Subhas all necessary approvals from TPD and all references to the FDA above are deemed to include TPD.

Compliance with Other Instruments and Laws. No member of the Kidville Group Parent is not in violation, breach violation or default of any provision of its organizational documents. No member the Parent Certificate or the Parent By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyParent. No member of the Kidville Group Parent is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesParent. The execution and delivery of this Agreement by KidvilleParent, and KidvilleParent’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupParent, trigger any right of cancellation, termination or acceleration under any Kidville Parent Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger Sub.Parent. 6.14

Compliance with Other Instruments and Laws. No member of the Kidville Group Froptix is not in violation, breach violation or default of any provision of its organizational documents. No member the Froptix Articles or Froptix By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Froptix is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyFroptix. No member of the Kidville Group Froptix is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesFroptix. The execution and delivery of this Agreement by KidvilleFroptix, and KidvilleFroptix’s performance of and compliance with the terms hereof, or the consummation of the Froptix Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Froptix Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Froptix Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupFroptix, trigger any right of cancellation, termination or acceleration under any Kidville Froptix Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubFroptix.

Compliance with Other Instruments and Laws. No member of the Kidville Group Parent is not in violation, breach or default of any provision of its organizational documentsthe Parent Articles or the Parent By-Laws, each as amended and in effect on the date hereof and as of Closing. No member of the Kidville Group Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group Parent or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Parent is not in violation of any provision of any federal, state, local or foreign Law, statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust antitrust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit credit, and the United States Foreign Corrupt Practices Act of 1977FCPA, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville GroupParent. No member of the Kidville Group Parent has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by KidvilleParent, and KidvilleParent’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closing), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupParent, trigger any right of cancellation, termination or acceleration under any Kidville Parent Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval Permit applicable to any member of the Kidville Group Parent or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubParent.

Compliance with Other Instruments and Laws. No member of the Kidville Group B-Balloon is not in violation, breach or default of any provision of its organizational documentsthe B-Balloon’s Articles or Amended Articles. No member of the Kidville Group B-Balloon is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, B-Balloon or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group B-Balloon is not in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, includingwhich violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on B-Balloon, including without limitation, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group B-Balloon has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authoritiesgovernmental or self-regulatory authorities. The execution and delivery of this Agreement by KidvilleB-Balloon, and KidvilleB-Balloon’s performance of and compliance with the terms hereof, or the consummation of the B-Balloon Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville B-Balloon Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville B-Balloon Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupB-Balloon, trigger any right of cancellation, termination or acceleration under any Kidville B-Balloon Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group B-Balloon or result in a Material Adverse Effect on any member B-Balloon. B-Balloon has delivered to Parent and Neovasc copies of all written communications to and from the Kidville Group other than any FDA and written summaries of all such matter caused by the Parent or Merger Suboral communications.

Compliance with Other Instruments and Laws. No member of the Kidville Group Sorrento is not in violation, breach or default of any provision of its organizational documents. No member of the Kidville Group Sorrento is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group Sorrento or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Sorrento is not in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 19771977 (“FCPA”), which violation, individually or in the aggregate, would have a Material Adverse Effect on the Kidville GroupSorrento. No member of the Kidville Group Sorrento has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by KidvilleSorrento, and KidvilleSorrento’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Sorrento Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Sorrento Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closing), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupSorrento, trigger any right of cancellation, termination or acceleration under any Kidville Sorrento Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group Sorrento or result in a Material Adverse Effect on any member of the Kidville Group Sorrento other than any such matter caused by the Parent or Merger Sub.

Compliance with Other Instruments and Laws. No member of the Kidville Group Cellvine is not in violation, breach or default of any provision of its organizational documentsthe Cellvine’s Articles or Amended Articles. No member of the Kidville Group Cellvine is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group Cellvine or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Cellvine is not in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville GroupCellvine. No member of the Kidville Group Cellvine has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by KidvilleCellvine, and KidvilleCellvine’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Cellvine Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Cellvine Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupCellvine, trigger any right of cancellation, termination or acceleration under any Kidville Cellvine Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group Cellvine or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubCellvine.

Compliance with Other Instruments and Laws. No member of the Kidville Group Acuity is not in violation, breach violation or default of any provision of its organizational documents. No member the Acuity Certificate or the Acuity By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Acuity is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyAcuity. No member of the Kidville Group Acuity is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesAcuity. The execution and delivery of this Agreement by KidvilleAcuity, and KidvilleAcuity’s performance of and compliance with the terms hereof, or the consummation of the Acuity Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Acuity Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Acuity Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupAcuity, trigger any right of cancellation, termination or acceleration under any Kidville Acuity Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on Acuity. Acuity has delivered to Parent and Froptix copies of all written communications to and from the FDA and written summaries of all such oral communications. Acuity has no knowledge that could reasonably lead it to believe that the FDA will not approve any member of its proposed products or that questions the Kidville Group other than any such matter caused by the Parent or Merger Subvalidity of its clinical trials.

Compliance with Other Instruments and Laws. No member of the Kidville Group Borrower is not in violation, breach violation or default of any provision of its organizational documentsthe Borrower Certificate or the Borrower By-laws, each as amended and in effect on the date hereof. No member of the Kidville Group Borrower is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyBorrower. No member of the Kidville Group Borrower is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesBorrower. The execution and delivery of this Agreement by KidvilleBorrower, and KidvilleBorrower’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Borrower Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Borrower Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupBorrower, trigger any right of cancellation, termination or acceleration under any Kidville Borrower Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubBorrower.

Compliance with Other Instruments and Laws. No member of the Kidville Group Neovasc is not in violation, breach or default of any provision of its organizational documentsthe Neovasc’s Articles or Amended Articles. No member of the Kidville Group Neovasc is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, Neovasc or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Neovasc is not in violation of any provision of any federal, state, local or foreign Law, statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Neovasc, including, without limitation, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group Neovasc has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authoritiesgovernmental or self-regulatory authorities. The execution and delivery of this Agreement by KidvilleNeovasc, and KidvilleNeovasc’s performance of and compliance with the terms hereof, or the consummation of the Neovasc Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Neovasc Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Neovasc Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupNeovasc, trigger any right of cancellation, termination or acceleration under any Kidville Neovasc Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise franchise, permit, license, authorization or approval applicable to any member of the Kidville Group Neovasc or result in a Material Adverse Effect on Neovasc. Neovasc has delivered to Parent and B-Balloon copies of all written communications to and from the FDA and written summaries of all such oral communications. Neovasc has no knowledge that could reasonably lead it to believe that the FDA will not approve any member of its proposed products or that questions the Kidville Group other than any such matter caused by the Parent or Merger Subvalidity of its clinical trials.

Compliance with Other Instruments and Laws. No member of the Kidville Group Parent is not in violation, breach or default of any provision of its organizational documentsthe Parent Certificate or the Parent By-laws, each as amended and in effect on the date hereof and as of Closing. No member of the Kidville Group Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group Parent or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Parent is not in violation of any provision of any federal, state, local or foreign Law, statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust antitrust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977credit, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville GroupParent. No member of the Kidville Group Parent has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by KidvilleParent, and KidvilleParent’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupParent, trigger any right of cancellation, termination or acceleration under any Kidville Parent Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval Permit applicable to any member of the Kidville Group Parent or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubParent.

Compliance with Other Instruments and Laws. No member of the Kidville Group Parent is not in violation, breach or default of any provision of its organizational documentsthe Parent Certificate or the Parent By-laws, each as amended and in effect on the date hereof and as of Closing. No member of the Kidville Group Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group Parent or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. No member of the Kidville Group Parent is not in violation of any provision of any federal, state, local or foreign Law, statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust antitrust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977credit, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville GroupParent. No member of the Kidville Group Parent has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution and delivery of this Agreement by KidvilleParent, and KidvilleParent’s performance of and compliance with the terms hereof, or the consummation of the Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closing), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupParent, trigger any right of cancellation, termination or acceleration under any Kidville Parent Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity Person (except as set forth contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval Permit applicable to any member of the Kidville Group Parent or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger SubParent.

Compliance with Other Instruments and Laws. No member of the Kidville Group Acuity is not in violation, breach violation or default of any provision of its organizational documents. No member the Acuity Certificate or the Acuity By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Acuity is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyAcuity. No member of the Kidville Group Acuity is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesAcuity. The execution and delivery of this Agreement by KidvilleAcuity, and KidvilleAcuity’s performance of and compliance with the terms hereof, or the consummation of the Acuity Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Acuity Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Acuity Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupAcuity, trigger any right of cancellation, termination or acceleration under any Kidville Acuity Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on Acuity. Acuity has delivered to Parent and Froptix copies of all written communications to and from the FDA and written summaries of all such oral communications. Acuity has no knowledge that could reasonably lead it to believe that the FDA will not approve any member of its proposed products or that questions the Kidville Group other than any such matter caused by the Parent or Merger Sub.validity of its clinical trials. 4.12

Compliance with Other Instruments and Laws. No member of the Kidville Group Froptix is not in violation, breach violation or default of any provision of its organizational documents. No member the Froptix Articles or Froptix By-laws, each as amended and in effect on the date hereof and as of the Kidville Group Closing. Froptix is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, lease, license, commitment, judgment, writ, decree, order, order or obligation or injunction to which it is a party or by which it or any of its properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated herebyFroptix. No member of the Kidville Group Froptix is not in violation of any provision of any federal, state, state or local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order injunction or injunction decree of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to anti-trust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit and the United States Foreign Corrupt Practices Act of 1977governmental authority, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on the Kidville Group. No member of the Kidville Group has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental AuthoritiesFroptix. The execution and delivery of this Agreement by KidvilleFroptix, and KidvilleFroptix’s performance of and compliance with the terms hereof, or the consummation of the Froptix Merger and the other transactions contemplated hereby, will not result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any Kidville Froptix Material Agreement or any of the foregoing provisions, require any consent or waiver under any Kidville Froptix Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained or will be obtained prior to Closingobtained), result in the creation of any Lien upon any of the properties or assets of the Kidville GroupFroptix, trigger any right of cancellation, termination or acceleration under any Kidville Froptix Material Agreement or any of the foregoing provisions, create any right of payment in any other person or entity (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to any member of the Kidville Group or result in a Material Adverse Effect on any member of the Kidville Group other than any such matter caused by the Parent or Merger Sub.Froptix. 5.12