Common use of Compliance with Other Instruments Clause in Contracts

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (xi) any material term of its Charter or Bylaws, or (yii) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yii), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Shares by the Company and the other Securities by the Company each pursuant hereto and theretohereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or any of its Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter Certificate of Incorporation or Bylaws, or (y) of any provision of any indebtedness, material mortgage, indenture, contract, agreement agreement, instrument or instrument contract to which it is party or by which it is bound or of any judgment, decree, order order, writ or, any statute, rule or writ, regulation applicable to the Company which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either would individually or in the aggregateaggregate materially and adversely affect the business, a Material Adverse Effectassets, liabilities, financial condition, operations or prospects of the Company. The execution, delivery delivery, and performance of and compliance with this Agreement Agreement, and the Related Agreements to which it is a partyAgreements, and the issuance and sale of the Note by the Company and the other Securities by the Company each Shares pursuant hereto and thereto, the Warrant Shares pursuant to the Warrants and the Additional Warrants will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provisionterm, or result in the creation of any such mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities Securities, if any, by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, mortgage ,indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither Except as disclosed in any Exchange Act Filings, the Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries (i) has not been and is not in violation or default of (x) any term provision of its Charter Restated Certificate or Bylaws, or (y) of any provision of any indebtednessinstrument, mortgagejudgment, indentureorder, contractwrit, agreement decree or instrument contract to which it is a party or by which it is bound bound, or of any judgment, decree, order or writ, which (ii) has not been and is not in violation or default, in any material respect, of any provision of any law, statute, rule or regulation applicable to the case of this clause (y)Company. No other party to any contract to which the Company is a party is, has hadto the Company’s knowledge, in violation, breach or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectdefault thereof. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyAncillary Agreements, and the issuance and sale consummation of the Note by the Company transactions contemplated hereby and thereby and the other Securities by execution and filing of the Company each pursuant hereto and thereto, Restated Certificate will notnot result in any such violation or default or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term or provision, instrument, judgment, order, writ, decree or result contract or an event that (i) results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its business or operations or any of its assets or propertiesproperties or (ii) gives others (with notice or lapse of time or both) any rights of termination, amendment, acceleration or cancellation of, any provision thereunder.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any material term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither To the knowledge of the Company, each Group Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylawsthe Company Articles, the Fundamental Documents, bylaws, or (y) any other constitutional documents of such Group Company, except for immaterial noncompliance that in the aggregate are not material to the Group Companies taken as a whole. None of the Group Companies is in violation of any provision of any indebtedness, mortgage, indenture, contractagreement, agreement instrument or instrument contract to which it such Group Company is a party or by which it is or its assets are bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery delivery, and performance of and compliance with this Agreement the Transaction Documents, the Company Articles and the Related Agreements to which it is a partyissuance, sale and the issuance and sale conversion (as applicable) of the Note by and the Conversion Shares pursuant to the Transaction Documents and the Company and the other Securities by the Company each pursuant hereto and theretoArticles, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provisionterm, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries Group Companies or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the any Group Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter Certificate of Incorporation, Bylaws or Bylaws, other organizational documents or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements Documents to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business Subsidiaries, their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries Subsidiary is in violation or default of (x) any term of its Charter Articles or BylawsMemorandum of Association, or (y) of any material provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, except as would not be reasonably expected to have a Material Adverse Effect.

Compliance with Other Instruments. Neither the Company nor any of its Eligible Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Eligible Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or any of its Eligible Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, in each case, which could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or propertiesproperties that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiaries' properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries , its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation of or default of under (xa) any term provisions of its Charter or its bylaws (“Bylaws”), (b) any instrument, judgment, order, writ or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument decree to which it is a party, (c) any note, indenture or mortgage to which it is a party, (d) any material lease, agreement or contract to which it is a party or by which it is bound (each such material lease, agreement, or contract being set forth in Section 5.3 of the Schedule of Exceptions), or (e) any judgmentfederal or state statute, decreerule or regulation applicable to the Company, order the violation of or writ, which violation or defaultdefault under which, in the case of this clause (yb), has had(c), (d) or could reasonably be expected (e), would constitute or result in a material default or violation of any law or regulation applicable to have, either individually the Company or in any material term or provision of the aggregate, a Material Adverse Effectcurrent Charter or Bylaws or any material agreement or instrument by which it is bound or to which its properties or assets are subject. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, Notes and the issuance and sale consummation of the Note transactions contemplated by the Company and the other Securities by the Company each pursuant hereto and thereto, will notthis Agreement does not result in any such violation or conflict with or constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either (i) a default under any such term or provision, instrument, judgment, order, writ, decree, contract or result agreement or (ii) an event which results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairmentforfeiture, forfeiture or nonrenewal of any permit, license, authorization material permit or approval license applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (xi) any material term of its Charter or Bylaws, or (yii) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yii), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and theretohereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither Except as disclosed in Schedule 3.11 or the SEC Reports, neither the Company nor any of its Subsidiaries Subsidiary is in violation or default of (x) any term of its Charter Articles of Incorporation or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or order, writ, which violation statute, rule or defaultregulation applicable to the Company or any Subsidiary that would materially and adversely affect the business, in the case of this clause assets, liabilities, condition (yfinancial or otherwise), has had, operations or could reasonably be expected to have, either individually or in prospects of the aggregate, a Material Adverse EffectCompany. The executionexecution and delivery of, delivery and the performance of and compliance with this Agreement and the Related Agreements to which it is a partytransactions contemplated by, the Transaction Documents, and the issuance and sale of the Note by Shares upon conversion of the Company and the other Securities by the Company each pursuant hereto and theretoNote, will not, with or without the passage of time or giving of noticenotice or both, result in any such material violation, or be in conflict with or constitute a default under any such term or provisionterm, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or any Subsidiary, its the business or operations of the Company or any Subsidiary or any of its the assets or propertiesproperties of the Company or any Subsidiary.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Term Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties; provided, that as to those Note Shares and Warrant Shares that are presently not authorized, the issuance of such Note Shares and such Warrant Shares is subject to and conditioned upon approval, adoption and effectiveness of the Share Increase Amendment.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writwrit applicable to it or any of its Subsidiaries, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor its Subsidiaries is in material violation or default (i) of any provisions of its articles or certificate of incorporation or bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any material lease, agreement, contract or purchase order to which the Company or any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is a party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in that is required to be listed on the case of this clause (y), has hadDisclosure Letter, or could reasonably be expected to have(v) any Law, either individually or in the aggregate, violation of which would have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement the Transaction Agreements and the Related Agreements to which it is a party, and the issuance and sale consummation of the Note transactions contemplated by the Company and the other Securities by the Company each pursuant hereto and thereto, Transaction Agreements will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either (i) a default under the Company’s articles or certificate of incorporation or bylaws, or any such term or provision, instrument, judgment, order, writ, decree, contract or result agreement; or (ii) an event which results in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairmentforfeiture, forfeiture or nonrenewal of any permit, license, authorization material permit or approval license applicable to the Company, Company or its business or operations or any of its assets or propertiesSubsidiaries.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (xi) any term of its Charter or Bylaws, or (yii) of any provision provisions of any indebtedness, mortgage, indenture, contract, agreement agreement, or instrument to which it is a party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case cause of this clause (y), ii) has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by Notes and the Company Warrants and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither Each of the Company nor any of and its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter Articles or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company Except as set forth in Schedule 12(k), neither it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, bylaws or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Series A Preferred by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (xa) any term of its Charter or Bylaws, or (yb) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yc), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of its Certificate of Incorporation or By-laws, each as amended and in effect on and as of the Closing Date. The Company is not in violation or default of any indebtednessmaterial provision of any instrument, mortgage, indenturedeed of trust, loan, contract, agreement or instrument to which it is party or by which it is bound or of any commitment, judgment, decree, order or writ, obligation to which violation it is a party or default, in the case by which it or any of this clause (y), has had, its properties or could reasonably be expected to have, either individually assets are bound or in the aggregateviolation in any material respect of any provision of any federal, a Material Adverse Effectstate or local statute, rule or governmental regulation. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyAffiliated Agreements, and the issuance and sale of the Note by the Company Shares and the other Securities by issuance of Common Stock upon the Company each pursuant hereto and theretoconversion thereof, will notnot result in any such violation, be in conflict with or constitute, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term provision, require any consent or provisionwaiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or pursuant to any such provision. The Company has avoided every condition, and has not performed any act, the occurrence of its Subsidiaries or which would result in the suspension, revocation, impairment, forfeiture or nonrenewal Company's loss of any permitmaterial right granted under any assignment, license, authorization distribution or approval applicable to the Company, its business or operations or any of its assets or propertiesother agreement.

Compliance with Other Instruments. Neither the Parent, the Company nor any of its their respective Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Parent, the Company or any of its their respective Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Parent or the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Term Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default (i) of (x) any term provision of its Charter certificate of incorporation or Bylaws, bylaws (both as amended to date) or (yii) of any provision of any indebtedness, mortgage, indenture, contractagreement, agreement instrument, judgment, order, writ, decree or instrument contract to which it is a party or by which it is bound or (iii) of any judgmentfederal or state statute, decreerule or regulation applicable to the Company which, order or writ, which violation or default, in the case of this clause with respect to clauses (yii) and (iii), has had, or could reasonably be expected to have, either individually or would result in the aggregate, a Material Adverse Effect. The execution, delivery and performance by the Company of and compliance with this Agreement, the Registration Rights Agreement and the Related Agreements to which it is a partyWarrants, and the issuance and sale consummation of the Note by the Company transactions contemplated hereby and the other Securities by the Company each pursuant hereto and theretothereby, will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term mortgage, indenture, agreement, instrument, judgment, order, writ, decree or provision, contract or result an event that results in the creation of any mortgage, pledge, material lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (xa) any term of its Charter or Bylaws, or (yb) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yb), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any --------------------------------- of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its their Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company Companies and the other Securities by the Company CHIP each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result (i) in any such material violation, or be in conflict with or constitute a material default under any such term or provision, or result (ii) in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the either Company or any of its Subsidiaries Subsidiaries, or (iii) the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any material permit, license, authorization or approval applicable to the either Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default (i) in any material respect of (x) any term provision of its Charter Certificate of Incorporation, as amended through the date hereof (the "Certificate of Incorporation") or Bylaws, or (yii) in any material respect of any provision of any indebtednessmaterial agreement, mortgageinstrument, indenture, contract, agreement or instrument contract to which it is a party or by which it is bound bound, or (iii) to the best of its knowledge, of any federal or state judgment, order, writ, decree, order statute, rule, regulation or writrestriction applicable to the Company, the violation of which violation or default, in would have a material adverse effect on the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectCompany. The execution, delivery delivery, and performance by the Company of and compliance with this Agreement, the Investors' Rights Agreement and the Related Agreements to which it is a partyany Ancillary Agreement, and the issuance and sale consummation of the Note by the Company transactions contemplated hereby and the other Securities by the Company each pursuant hereto and theretothereby, will notnot result in any such violation or constitute, with or without the passage of time or giving of notice, result in any such either a material violation, or be in conflict with or constitute a default under any such term provision or provision, or result an event that results in the creation of any mortgage, pledge, material lien, charge, or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its business or operations operations, or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or BylawsBylaws or other governing documents, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or any of its Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries Guarantor is in violation or default of (x) any term of its Charter Articles of Incorporation or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement Guaranty and the Related Agreements Documents to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company CCIG each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries the Guarantors or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter Certificate of Incorporation, Bylaws or Bylaws, other organizational documents or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements Documents to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business Subsidiaries, their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor --------------------------------- any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and theretoCompany, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter Articles or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company Except as set forth on Schedule 12(k), neither it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (xi) any term of its Charter Charter, Bylaws or BylawsLimited Liability Company Agreement, or (yB) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets (other than the Liens created by this Agreement and the Ancillary Agreements) or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term provisions of its Charter Restated Certificate or Bylaws, as amended. The Company is not, nor has it ever been, in violation or (y) default of any provision of any indebtednessinstrument, mortgagejudgment, indentureorder, contractwrit, agreement decree or instrument contract to which it is a party or by which it is bound or of any judgmentprovision of any federal or state statue, decree, order rule or writ, which violation or defaultregulation applicable to the Company ("LAW"), in each case, the case effect of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, which would have a Material Adverse Effect. To the Company's knowledge, all parties to material contracts and commitments with the Company are in compliance therewith in all material respects. The execution, delivery and performance of and compliance with this Agreement the Transaction Agreements and the Related Agreements to which it is a party, and the issuance and sale consummation of the Note by transactions contemplated hereby or thereby, including, without limitation, the Company and the other Securities by the Company each pursuant hereto and theretoRepurchase, will notnot result in any such violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term Law, instrument, judgment, order, writ, decree or provision, contract or result an event that results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. The Company has avoided every condition, and has not performed any act, the occurrence of which would result in the Company's loss of any right granted under any license, distribution agreement or other agreement.

Compliance with Other Instruments. Neither the No Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter certificate or Bylawsarticles of formation, bylaws, operating agreement or similar organizational document, or (y) of any provision of any indebtednessIndebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each Companies pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in (i) any such material violation, or be in conflict with or constitute a default under any such term (referred to in clause (x) above) or provisionprovision (referred to in clause (y) above), or result in (ii) the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the any Company or any of its Subsidiaries Subsidiaries, or (iii) the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any material permit, license, authorization or approval applicable to the Companyany Company or any of its Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries Subsidiary is in violation or default of (x) any term of its Charter Articles or BylawsMemorandum of Association, or (y) of any material provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, except as would not be reasonably expected to have a Material Adverse Effect.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term provisions of its Charter Articles of Incorporation or Bylaws, Bylaws or (y) of any provision provisions that could result in the right to terminate of any indebtedness, material mortgage, indenture, contractagreement, agreement instrument, judgment, order, writ, decree or instrument contract to which it is a party or by which it is bound or any provision of any judgmentfederal or state statute, decreerule or regulation applicable to the Company which could, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectmaterially and adversely affect the business, assets, liabilities, financial condition, operations or, to the knowledge of the Company, prospects of the Company. The execution, delivery and performance of and compliance with this Agreement and Agreement, the Related Agreements to which it is a partyAgreements, the Subsidiary Security Agreement, the Guaranty, and the issuance and sale consummation of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, Transactions will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term or provision, instrument, judgment, order, writ, decree or result contract or an event which results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its business or operations or any of its assets properties or propertiesassets.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or any of its Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or BylawsRestated Charter, as amended, or (y) its bylaws, as amended. The Company is not in violation of any provision of any indebtedness, mortgage, indenture, contract, agreement indenture or instrument contract to which it is a party or and by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could other than such violation(s) that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyNotes, the issuance of the Series F Preferred and the common stock in accordance with this Agreement or under the terms of the Notes, and the issuance and sale consummation of the Note by the Company and the other Securities by the Company each pursuant hereto and theretotransactions contemplated hereby or thereby will not result in any such violation or be in conflict with, will notor constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term or provision, instrument, judgment, decree, order or result writ or an event that results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (xa) any term of its Charter or Bylaws, or (yb) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yc), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter certificate of incorporation, bylaws or Bylawssimilar organizational document, or (y) of any provision of any indebtednessIndebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the CompanyCompany or any of its Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause clauses (x) and (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Except as set forth on Schedule 4.11, the execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a any such default under any such term instrument or provisionagreement, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries (other than in favor of Purchaser) or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its material assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (xi) any term of its Charter Charter, Bylaws or Bylawslimited liability company agreement, or (yii) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yii), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries the Subsidiary is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries the Subsidiary or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Domestic Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Domestic Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Companyit or any of its Domestic Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its ------------------------------------ Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter articles or Bylawscertificate of incorporation, certificate of formation, operating agreement or bylaws, as applicable, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale delivery of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, assuming that Laurus has either assigned or terminated all of its rights under the Loan Documents, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Other than as contemplated by this Agreement and the Related Agreements, the execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or propertiesproperties which has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (xi) any material term of its Charter or Bylaws, or (yii) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yii), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and theretohereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lienlien (other than a lien in favor of Purchaser), encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its the Subsidiaries is in violation or default of any provisions of (xi) any term of its Charter Restated Certificate or Bylaws, Bylaws or (yii) of any provision of any indebtednessinstrument, mortgagejudgment, indentureorder, contractwrit, agreement decree or instrument contract to which it is a party or by which it is bound or or, to its knowledge, of any judgmentprovision of federal or state statute, decree, order rule or writregulation applicable to the Company or any Subsidiary, which violation or default, in the case of default under this clause (y), has had, ii) would be materially adverse to the Company or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectany Subsidiary. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale consummation of the Note by transactions contemplated hereby will not result in any such violation or default pursuant to the Company and clause (ii) of the other Securities by the Company each pursuant hereto and thereto, will notpreceding sentence or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any either such material violation, a violation or be in conflict with or constitute a default under any such term or provision, instrument, judgment, order, writ, decree or result contract or an event which results in the creation of any mortgage, pledge, material lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries the Subsidiaries, which violation, default, conflict or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable event would be materially adverse to the Company, its business or operations Company or any of its assets or propertiesthe Subsidiaries.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylawsbylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which except for a violation or defaultdefault which, in the case of this clause (y), has not had, or could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties, except where such result has not had, or could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lienlien (other than a lien in favor of Purchaser), encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company Patients nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by Patients and the Company and the other Securities by the Company Patients each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company Patients or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyPatients or any of its Subsidiaries, its business their respective businesses or operations or any of its their respective assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries (except for any such mortgages, pledges, liens, encumbrances or charges in favor of the Purchaser in connection with the transactions contemplated hereby) or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylawsbylaws, or (y) of any provision of any indebtednessIndebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such violation or be in conflict with any term of its Charter or bylaws or result in any such material violation, or be in material conflict with or constitute a material default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary’s properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (xi) any term of its Charter Charter, bylaws or Bylawsoperating agreement (or the equivalent thereof), or (yii) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yii), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company Parent nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company Parent and the other Securities by the Company Parent each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company Parent or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, license, authorization or approval applicable to the CompanyParent, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the No Company nor any of its their Subsidiaries is in violation or default of (xa) any term of its Charter or Bylaws, or (yb) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (yb), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company Companies and the other Securities by the Company Companies each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the any Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the any Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default (i) of (x) any term provisions of its Charter Articles of Incorporation, as amended (“Articles”) or Bylaws, or (yii) of any provision of instrument, judgment, order, writ or decree, (iii) under any indebtednessnote, indenture or mortgage, indenturelease, contractagreement, agreement contract or instrument purchase order to which it the Company or any Subsidiary is a party or by which it is bound or (iv) of any judgmentprovision of federal or state statute, decreerule or regulation applicable to the Company or any Subsidiary, order or writin each case of clauses (ii)-(iv), which the violation or default, in the case default of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, which would have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement the Transaction Documents and the Related Agreements to which it is a party, and the issuance and sale consummation of the Note transactions contemplated by the Company and the other Securities by the Company each pursuant hereto and thereto, Transaction Documents will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any such either (i) a material violation, or be in conflict with or constitute a default under any such term or provision, instrument, judgment, order, writ, decree, contract or result agreement; or (ii) an event which results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairmentforfeiture, forfeiture or nonrenewal of any permit, license, authorization material permit or approval license applicable to the Company, its business Company or operations or any of its assets or propertiesthe Subsidiaries.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Notes by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the None of Company nor any of its Subsidiaries Group is in violation or default of (x) any term of its Charter certificate of incorporation, operating agreement or Bylawsbylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contractagreement, agreement instrument or instrument contract to which it is party or by which it is bound or of any judgment, decree, order order, writ or, to its knowledge, any statute, rule or writregulation applicable to Company Group or any of which would materially and adversely affect Company's business, which violation assets, liabilities, financial condition, operations or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectprospects. The Company's execution, delivery delivery, and performance of and compliance with this Agreement and the Related Agreements to which it is a partyAgreement, and the issuance and sale of the Note by the Company Acquisition Securities and the other Securities by securities issuable upon conversion of the Company each pursuant hereto and theretoWarrant (the "WARRANT SHARES"; together with the Acquisition Securities, collectively the "SECURITIES") will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provisionterm, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or Company Group's assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, permit license, authorization or approval applicable to the CompanyCompany Group, its business or operations or any of its assets or propertiesassets.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or BylawsBylaws or other governing documents, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or any of its Subsidiaries, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Parent Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements Loan Documents by the Parent Company and its Subsidiaries, to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, provision or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal nonrenawal of any permit, license, authorization or approval applicable to the CompanyParent Company or its Subsidiaries, its business businesses or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter Charter, Bylaws or BylawsCertificate of Designation, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is a party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Preferred Stock by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither Except as disclosed on Schedule 4.11, neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or Bylaws (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Term Notes by the Company and the other Securities by the Company each pursuant hereto and theretohereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the The Company nor any of its Subsidiaries is not in --------------------------------- violation or default of (x) any term provision of its Charter Restated Articles or Bylaws, or (y) in any material respect of any provision of any indebtednessinstrument, mortgagejudgment, indentureorder, contractwrit, agreement decree or instrument material contract to which it is a party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectbound. The execution, delivery and performance of and compliance with this Agreement, the Investor Rights Agreement, the Co-Sale Agreement and the Related Agreements to which it is a party, Voting Agreement and the issuance and sale consummation of the Note by the Company transactions contemplated hereby and the other Securities by the Company each pursuant hereto and thereto, thereby will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term or provision, instrument, judgment, order, writ, decree or result contract or an event that results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or Bylaws (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note Term Notes by the Company and the other Securities by the Company each pursuant hereto and theretohereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Parent, Company ----------------------------------- nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and theretohereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Parent, Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Parent or the Company, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to would have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or propertiesproperties which has had or would have, individually or in the aggregate, a Material Adverse Effect.

Compliance with Other Instruments. Neither the Company it nor any of its Subsidiaries is in violation or default of (x) any term of its Charter or Charter, Bylaws, certificate of formation, operating agreement or other organizational document or (y) of any provision of any indebtednessIndebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Ancillary Agreements to which it is a party, and the issuance and sale of the Note by the Company Notes and the other Securities by the Company each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties or assets of the Company its or any of its Subsidiaries Subsidiary's properties or assets or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Companyit or any of its Subsidiaries, its business their businesses or operations or any of its their assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries The Subsidiary is not in violation or default (i) of (x) any term provision of its Charter certificate of incorporation or Bylaws, by-laws (both as amended to date) or (yii) of any provision of any indebtedness, mortgage, indenture, contractagreement, agreement instrument, judgment, order, writ, decree or instrument contract to which it is a party or by which it is bound or (iii) of any judgmentfederal or state statute, decreerule or regulation applicable to the Subsidiary which, order or writ, which violation or default, in the case of this clause with respect to clauses (yii) and (iii), has had, or could reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect. The execution, delivery and performance by the Subsidiary of and compliance with this Agreement and the Related Agreements to which it is a partyAgreements, and the issuance and sale consummation of the Note by the Company transactions contemplated hereby and the other Securities by the Company each pursuant hereto and theretothereby, will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute either a default under any such term mortgage, indenture, agreement, instrument, judgment, order, writ, decree or provision, contract or result an event that results in the creation of any mortgage, pledge, material lien, charge or encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary (other than pursuant to the Mortgage) or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any material permit, license, authorization or approval applicable to the CompanySubsidiary, its business or operations or any of its assets or properties.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries Borrower is not in violation or default of (x) any term of its Charter Articles of Incorporation or Bylaws, or (y) of any provision of any indebtedness, mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound or of any judgment, decree, order or writ, which violation or default, in the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, and the issuance and sale of the Note by the Company Borrower and the other Securities by the Company Borrower each pursuant hereto and thereto, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any of its Subsidiaries Borrower or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyBorrower, its business or operations or any of its assets or properties.