Common use of Compliance with Other Instruments Clause in Contracts

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documentsthe certificate of incorporation, bylaws or other governing documents of the Company, (ii) of under any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe Company’s certificate of incorporation, as it may be amended from time to time (the “Charter”), bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s Charter, Bylaws or its organizational other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe Charter or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s memorandum and articles of association, as they may be amended from time to time (the “Charter”) or its organizational other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational Charter, Bylaws or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational articles of association, Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Person of this Agreement and the consummation by the Purchaser such Person of the transactions contemplated by this Agreement will not result in any violation or default default: (ia) of any provisions of its organizational documents, if applicable; (iib) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, ; (iiic) under any note, indenture or mortgage to which it is a party or by which it is bound, ; (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound; or (ve) of any provision of any federal or state statute, rule or regulation applicable to the Purchasersuch Person, in each case (other than clause (ia)), which would have a material adverse effect on the Purchaser such Person or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe Charter, bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s Articles or its organizational other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its the organizational documentsdocuments of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default default: (i) of any provisions of its organizational certificate of incorporation or other governing documents, ; (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, ; (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, ; (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound; or (v) of any provision of any federal or state statute, rule or regulation applicable to the PurchaserParent, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Parent or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe Charter, bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Investor of this Agreement and the consummation by such Investor and the Purchaser other Investors of the transactions contemplated by this Agreement Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound, or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaserit, in each case (other than clause (i)), which would have a material adverse effect on such Investor or any of the Purchaser other Investors or its or their ability to consummate the transactions contemplated by this AgreementTransactions.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Charter or its organizational other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its their organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Sponsor of this Agreement and the consummation by the Purchaser Sponsor of the transactions contemplated by this Agreement will not result in any violation or default default: (i) of any provisions of its organizational documents, if applicable; (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, ; (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, ; (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound; or (v) of any provision of any federal or state statute, rule or regulation applicable to the PurchaserSponsor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Sponsor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of its organizational memorandum and articles of association, as in effect on the date hereof and on the Closing Date, or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation by the such Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the such Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the such Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.. (g)

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which i)),which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational articles of association, Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Purchasing Party of this Agreement and the consummation by the Purchaser Purchasing Party of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserPurchasing Party, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Purchasing Party or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documentsthe governing documents of the Company, (ii) of under any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its the organizational documentsdocuments of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, agreement or contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement).

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational Charter (as defined below) or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, agreement or contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v)) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Buyer of this Agreement and the consummation by the Purchaser Buyer of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserBuyer, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Buyer or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (iiv) of any provisions of its organizational documents, (iiif applicable, v) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iiivi) under any note, indenture or mortgage to which it is a party or by which it is bound, (ivvii) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (vviii) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Memorandum and Articles or its organizational other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation by the such Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the such Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the such Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser GigCapital4 of this Agreement and the consummation by the Purchaser GigCapital4 of the transactions contemplated by this Agreement Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound, or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaserit, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser GigCapital4 or its ability to consummate the transactions contemplated by this AgreementTransactions.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational certificate of incorporation, bylaws or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Investor of this Agreement and the consummation by the Purchaser such Investor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to the Purchasersuch Investor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser such Investor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Purchasers of this Agreement and the consummation by the Purchaser Purchasers of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its their organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserPurchasers, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Purchasers or its their ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Sponsor of this Agreement and the consummation by the Purchaser Sponsor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserSponsor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Sponsor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documentsthe memorandum and articles of association or other governing documents of the Company, (ii) of under any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any material violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i))case, which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement Agreement, the issuance of the Forward Purchase Shares and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (or event which, with notice or lapse of time or both, would become a default) (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of U.S. federal or state or foreign statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default default (i) of any provisions of its organizational documentsthe Charter, bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The Subject to the matters set forth on Annex 2 hereof, the execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of U.S. federal or state or foreign statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Company of this Agreement and the consummation by the Purchaser Company of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe certificate of incorporation or bylaws of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation by the such Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the such Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its such Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Option Holder of this Agreement and the consummation by the Purchaser Option Holder of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserOption Holder, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Option Holder or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of its organizational Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it the Company is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it the Company is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it the Company is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Company of this Agreement and the consummation by the Purchaser Company of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe Charter or bylaws of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Investor of this Agreement and the consummation by such Investor and the Purchaser other Investors of the transactions contemplated by this Agreement Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound, or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaserit, in each case (other than clause (i‎(i)), which would have a material adverse effect on such Investor or any of the Purchaser other Investors or its or their ability to consummate the transactions contemplated by this AgreementTransactions.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such BSOF Entity of this Agreement and the consummation by the Purchaser such BSOF Entity of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchasersuch BSOF Entity, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser such BSOF Entity or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Principal Investor of this Agreement and the consummation by such Principal Investor and the Purchaser other Investors of the transactions contemplated by this Agreement Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound, or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaserit, in each case (other than clause (i)), which would have a material adverse effect on such Principal Investor or any of the Purchaser other Investors or its or their ability to consummate the transactions contemplated by this AgreementTransactions.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Sponsor of this Agreement and the consummation by the Purchaser such Sponsor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchasersuch Sponsor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser such Sponsor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Purchasing Party of this Agreement and the consummation by the Purchaser such Purchasing Party of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchasersuch Purchasing Party, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser such Purchasing Party or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsCharter or other governing documents as of the date hereof and immediately following the amendment of PubCo’s Charter as contemplated by the Business Combination Agreement, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserPubCo, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser PubCo or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement the Purchaser Agreements and the consummation by the Purchaser of the transactions contemplated by this Agreement the Purchaser Agreements will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation Law applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this AgreementPurchaser Transactions).

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (id)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Investor of this Agreement and the consummation by such Investor and the Purchaser other Investor of the transactions contemplated by this Agreement Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound, or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaserit, in each case (other than clause (i)), which would have a material adverse effect on such Investor or any of the Purchaser other Investor or its or their ability to consummate the transactions contemplated by this AgreementTransactions.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Radcliffe of this Agreement and the consummation by the Purchaser Radcliffe of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserRadcliffe, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Radcliffe or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation by the such Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its such Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Company of this Agreement and the consummation by the Purchaser Company of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe Company’s Charter, or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.. (e)

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation of, conflict with or default under (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state law, statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Sponsor of this Agreement and the consummation by the Purchaser Sponsor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of any federal or state statute, rule or regulation applicable to the PurchaserSponsor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Sponsor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documentsthe bylaws or other governing documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (v) of any provision of Mexican or U.S. federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default default: (i) of any provisions of its organizational certificate of incorporation or other governing documents, ; (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, ; (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, ; (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound; or (v) of any provision of any federal or state statute, rule or regulation applicable to the PurchaserParent, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company, the Parent or its the ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (iA) of any provisions of its organizational documentsthe Charter, bylaws or other governing documents of the Company, (iiB) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iiiC) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (ivD) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (vE) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (iA)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (ia) of any provisions of its organizational documentsthe certificate of incorporation, bylaws or other governing documents of the Company, (iib) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iiic) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (ivd) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (ve) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (ia)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Investor of this Agreement and the consummation by the Purchaser such Investor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchasersuch Investor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser such Investor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Investor of this Agreement and the consummation by the Purchaser Investor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserInvestor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Investor or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Sponsor of this Agreement and the consummation by the Purchaser Sponsor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserSponsor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default default: (i) of any provisions of its organizational certificate of incorporation or other governing documents, ; (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, ; (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, ; (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound bound; or (v) of any provision of any federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company, the Parent or its the ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Unitholder of this Agreement and the consummation by the Purchaser Unitholder of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the PurchaserUnitholder, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its Unitholder’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation ​ ​ applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Company of this Agreement and the consummation by the Purchaser Company of the transactions contemplated by this Agreement will not result in any violation of, conflict with or default under (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state law, statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Noteholder of this Agreement and the consummation by the Purchaser Noteholder of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserNoteholder, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser Noteholder or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect Material Adverse Effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ writ, or decree to which it is a party or by which it is bound, (iii) under any note, indenture indenture, or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract contract, or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal Federal or state statute, rule rule, or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser PFW of this Agreement and the consummation by the Purchaser PFW of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of national, U.S., federal or state statute, rule or regulation applicable to the PurchaserPFW, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation by the such Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions provision of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the such Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the such Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (iv) of any provisions of its organizational documents, (iivi) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iiivii) under any note, indenture or mortgage to which it is a party or by which it is bound, (ivviii) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (vix) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser Sponsor of this Agreement and the consummation by the Purchaser Sponsor of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the PurchaserSponsor, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its Sponsor’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i))case, which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement by the Company will not result in any violation or default (i) of any provisions of its organizational Charter or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i‎(i)), which would have a material adverse effect on the Purchaser or its Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser such Investor of this Agreement and the consummation by the Purchaser such Investor of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreementsuch Investor.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (ixv) of any provisions of its organizational documentsthe Charter, (iibylaws or other governing documents of the Company, xvi) of any instrument, judgment, order, writ or decree to which it the Company is a party or by which it is bound, (iiixvii) under any note, indenture or mortgage to which it the Company is a party or by which it is bound, (ivxviii) under any lease, agreement, contract or purchase order to which it the Company is a party or by which it is bound or (vxix) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of under any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of under any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the such Purchaser of this Agreement and the consummation by the such Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of under any instrument, judgment, order, writ or decree to which it he/she is a party or by which it he/she is bound, (iiiii) under any note, indenture or mortgage to which it he/she is a party or by which it he/she is bound, (iviii) under any lease, agreement, contract or purchase order to which it he/she is a party or by which it he/she is bound or (viv) of under any provision of federal or state statute, rule or regulation applicable to the such Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its such Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation ​ applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.. ​

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (ia) of any provisions of its organizational documents, (iib) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iiic) under any note, indenture or mortgage to which it is a party or by which it is bound, (ivd) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (ve) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (ia)), which would have a material adverse effect on the Purchaser or its Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational the Company’s Amended and Restated Memorandum and Articles of Association or other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the PurchaserCompany, in each case (other than clause (i)), ) which would have a material adverse effect on the Purchaser Company or its ability to consummate the transactions contemplated by this Agreement.