Common use of COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC Clause in Contracts

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in breach or violation of any term of its Certificate of Incorporation or By-Laws, of any term or provision of any mortgage, deed of trust, indebtedness, indenture, contract, agreement, instrument, judgment or decree, or any order, statute, rule or regulation, in each case where such breach or violation would have a material adverse effect on the Company. No event or failure of performance has occurred that, with the passage of time or the giving of notice, would constitute such a breach or violation by the Company. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and the Rights Agreement and the issuance, sale and delivery of the Shares, in accordance with this Agreement, and the Common Stock issuable upon conversion of the Series A Preferred do not conflict with, and will not result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an event that, with the giving of notice or passage of time, or both, could result in a default) under, or result in the creation or imposition of any lien pursuant to the terms of the Company's Certificate of Incorporation or Bylaws, or any statute, law, rule or regulation, any state or federal order, judgment or decree, or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company, or any of its properties, is subject, in each case where such conflict, breach, violation, default or lien would have a material adverse effect on the Company.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company ------------------------------------------------------- is not in violation, breach or violation default (with or without the passage of time and giving of notice or both) of any term of its Certificate of Incorporation or By-LawsBylaws, each as amended and in effect on and as of the Closing, or in any material respect of any term or provision of any material mortgage, deed of trust, indebtedness, indenture, contract, agreement, instrument, judgment or decree, or any order, statute, rule rule, law or regulationregulation applicable to the Company. The Company is in compliance in all material respects with all judgments, decrees, governmental orders, laws, statutes, rules and regulations by which it is bound or to which it or any of its properties or assets is subject, except where the failure to be in each case where such breach or violation compliance would not have a material adverse effect on the Company. No event business, assets, properties, liabilities, prospects, condition (financial or failure otherwise) or operating results of performance has occurred that, with the passage of time or the giving of notice, would constitute such a breach or violation by the Company. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and the Rights Agreement Related Documents, and the issuance, sale and delivery issuance of the Shares, in accordance with this Agreement, Shares and the Common Stock issuable upon conversion of the Series A Preferred do Shares, have not conflict with, resulted and will not result in a breach any violation of, or violation of the terms, conditions or provisions ofconflict with, or constitute a breach or default (with or an event that, with without the passage of time and giving of notice or passage of time, or both, could result in a default) under, (a) the Restated Certificate or By-Laws of the Company or (b) any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or decree, order, statute, rule, law or regulation applicable to the Company or result in the creation of, any mortgage, pledge, lien, encumbrance or imposition charge upon any of the properties or assets of the Company; and there is no such violation or default which materially and adversely affects the business of the Company as conducted or as proposed to be conducted, or any lien pursuant to the terms of the Company's Certificate of Incorporation properties or Bylaws, or any statute, law, rule or regulation, any state or federal order, judgment or decree, or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company, or any of its properties, is subject, in each case where such conflict, breach, violation, default or lien would have a material adverse effect on the Companyassets.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Except as set forth in EXHIBIT C, the Company is not in breach or violation of any term of its Certificate of Incorporation or By-LawsBylaws, of nor is the Company in violation in any term or provision material respect of any mortgage, deed of trust, indebtedness, indenture, contract, agreement, instrument, judgment or decree, or and to the best of the Company's knowledge, the Company is not in violation of any order, statute, rule or regulation, in each case where such breach or violation would have a material adverse effect on the Company. No event or failure of performance has occurred that, with the passage of time or the giving of notice, would constitute such a breach or violation by regulation applicable to the Company. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and the Rights Agreement other agreements contemplated hereby, and the issuance, issuance and sale and delivery of the Shares, Warrants and Warrant Shares pursuant hereto, will not result in accordance (a) any such violation, or (b) be in conflict with or constitute a default under any such term or (c) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. In addition, the execution, delivery and performance of and compliance with this AgreementAgreement and the other agreements contemplated hereby, and the Common Stock issuable upon conversion issuance and sale of the Series A Preferred do not conflict withUnits and Warrants pursuant hereto, and will not result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an event that, with the giving of notice or passage of time, or both, could result in a default) under, or result in the creation or imposition of any lien pursuant to the terms of the Company's Certificate of Incorporation or Bylaws, or any statute, law, rule statute or regulation, any state or federal order, judgment or decree, or any indenture, mortgage, deed of trust, lease or other agreement or instrument regulation applicable to which the Company, or any of its properties, is subject, in each case where such conflict, breach, violation, default or lien would have a material adverse effect on the Company.