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

Compliance with Other Instruments and Laws. Froptix is not in violation or default of any provision of the Froptix Articles or Froptix By-laws, each as amended and in effect on the date hereof and as of the Closing. Froptix is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation 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 Froptix. Froptix is not in violation of any provision of any federal, state or local statute, rule or governmental regulation, judgment, injunction or 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 Froptix. The execution and delivery of this Agreement by Froptix, and Froptix’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 Froptix Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of Froptix, trigger any right of cancellation, termination or acceleration under any 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), or result in a Material Adverse Effect on Froptix.

Compliance with Other Instruments and Laws. Froptix Borrower is not in violation or default of any provision of the Froptix Articles Borrower Certificate or Froptix the Borrower By-laws, each as amended and in effect on the date hereof and as of the Closinghereof. Froptix Borrower is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation 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 FroptixBorrower. Froptix Borrower is not in violation of any provision of any federal, state or local statute, rule or governmental regulation, judgment, injunction or 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 FroptixBorrower. The execution and delivery of this Agreement by FroptixBorrower, and FroptixBorrower’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 Froptix Borrower Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Borrower Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of FroptixBorrower, trigger any right of cancellation, termination or acceleration under any Froptix 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), or result in a Material Adverse Effect on FroptixBorrower.

Compliance with Other Instruments and Laws. Froptix Parent is not in violation or default of any provision of the Froptix Articles Parent Certificate or Froptix the Parent By-laws, each as amended and in effect on the date hereof and as of the Closing. Froptix Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation 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 FroptixParent. Froptix Parent is not in violation of any provision of any federal, state or local statute, rule or governmental regulation, judgment, injunction or 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 FroptixParent. The execution and delivery of this Agreement by FroptixParent, and FroptixParent’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 Froptix Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of FroptixParent, trigger any right of cancellation, termination or acceleration under any Froptix 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), or result in a Material Adverse Effect on FroptixParent.

Compliance with Other Instruments and Laws. Froptix Parent is not in violation or default of any provision of the Froptix Articles Parent Certificate or Froptix the Parent By-laws, each as amended and in effect on the date hereof and as of the Closing. Froptix Parent is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation 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 FroptixParent. Froptix Parent is not in violation of any provision of any federal, state or local statute, rule or governmental regulation, judgment, injunction or 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 FroptixParent. The execution and delivery of this Agreement by FroptixParent, and FroptixParent’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 Froptix Parent Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Parent Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of FroptixParent, trigger any right of cancellation, termination or acceleration under any Froptix 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), or result in a Material Adverse Effect on Froptix.Parent. 6.14

Compliance with Other Instruments and Laws. Froptix Acuity is not in violation or default of any provision of the Froptix Articles Acuity Certificate or Froptix the Acuity By-laws, each as amended and in effect on the date hereof and as of the Closing. Froptix Acuity is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation 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 FroptixAcuity. Froptix Acuity is not in violation of any provision of any federal, state or local statute, rule or governmental regulation, judgment, injunction or 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 FroptixAcuity. The execution and delivery of this Agreement by FroptixAcuity, and FroptixAcuity’s performance of and compliance with the terms hereof, or the consummation of the Froptix 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 Froptix Acuity Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Acuity Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of FroptixAcuity, trigger any right of cancellation, termination or acceleration under any Froptix 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), or result in a Material Adverse Effect on FroptixAcuity. 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 of its proposed products or that questions the validity of its clinical trials.

Compliance with Other Instruments and Laws. Froptix Sorrento is not in violation violation, breach or default of any provision of the Froptix Articles or Froptix By-laws, each as amended and in effect on the date hereof and as of the Closingits organizational documents. Froptix 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 order, obligation or obligation 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 FroptixSorrento or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. Froptix Sorrento is not in violation of any provision of any federal, state state, local or local foreign statute, Law, rule or governmental regulation, judgment, writ, decree, order or injunction or decree of any governmental authorityGovernmental 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 (“FCPA”), which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on FroptixSorrento. 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 FroptixSorrento, and FroptixSorrento’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 Froptix Sorrento Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Sorrento Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtainedobtained or will be obtained prior to Closing), result in the creation of any Lien upon any of the properties or assets of FroptixSorrento, trigger any right of cancellation, termination or acceleration under any Froptix 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 Sorrento or result in a Material Adverse Effect on FroptixSorrento other than any such matter caused by the Parent or Merger Sub.

Compliance with Other Instruments and Laws. Froptix Acuity is not in violation or default of any provision of the Froptix Articles Acuity Certificate or Froptix the Acuity By-laws, each as amended and in effect on the date hereof and as of the Closing. Froptix Acuity is not in violation of, default under or breach of any provision of any agreement, instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation 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 FroptixAcuity. Froptix Acuity is not in violation of any provision of any federal, state or local statute, rule or governmental regulation, judgment, injunction or 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 FroptixAcuity. The execution and delivery of this Agreement by FroptixAcuity, and FroptixAcuity’s performance of and compliance with the terms hereof, or the consummation of the Froptix 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 Froptix Acuity Material Agreement or any of the foregoing provisions, require any consent or waiver under any Froptix Acuity Material Agreement or any of the foregoing provisions (other than any consents or waivers that have been obtained), result in the creation of any Lien upon any of the properties or assets of FroptixAcuity, trigger any right of cancellation, termination or acceleration under any Froptix 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), or result in a Material Adverse Effect on Froptix.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 of its proposed products or that questions the validity of its clinical trials. 4.12