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 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, to its knowledge, 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 Shares, the Company Warrants and the other Securities by shares of Common Stock issuable upon exercise of the Company each Warrants (the "Warrant Shares") 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 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 authorization, execution and delivery of this Agreement, nor any the issuance and delivery of its Subsidiaries is the Note will constitute or result in a default or violation or default of (xa) any law or regulation applicable to the Company, (b) any term or provision of its Charter the Company’s certificate of incorporation or Bylawsbylaws, as each may be amended and/or restated from time to time, or (yc) 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 defaultother than, in the case of this clause with respect to clauses (ya) and (c), has had, or could reasonably be expected to have, either such violations that would not individually or in the aggregate, aggregate have a Material Adverse Effectmaterial adverse effect on the Company. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyLoan Documents, 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 theretoLoan 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 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 (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 the The Company nor any of its Subsidiaries is not in violation or default of (xi) any term of its Charter Certificate of Incorporation or Bylaws, or each as amended to date, (yii) of any provision of any indebtedness, 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 or order, writ, which violation except such violations or defaultdefaults which, in the case of this clause (y), has had, or could reasonably be expected to have, either individually alone or in the aggregate, do not have a Material Adverse Effect, or (iii) to its knowledge, any statute, rule or regulation applicable to the Company, except such violations or defaults which, alone or in the aggregate, would not have a Material Adverse Effect. The execution, delivery 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 Shares pursuant hereto and theretoof the Conversion Shares pursuant to the Certificate of Designations, 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 or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, 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 (a) 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 material term of any indebtedness, 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, 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 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 theretothe Conversion Shares pursuant to the Certificate of Incorporation, 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 provisionmaterial term, 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. (b) 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 to which the Company is a party if such loss would have 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 Bylawsorganizational documents, or (y) 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 reasonably be expected to have, either other than such violations that would not individually or in the aggregate, aggregate have a Material Adverse EffectEffect on the Company. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partySubscription Documents, 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 theretoSubscription Documents 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, 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 forfeiture, or nonrenewal of any material 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. The sale of the Preferred Shares, the issuance of the Warrant and the subsequent issuance of the Underlying Securities are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

Compliance with Other Instruments. Neither the Company nor any of its Subsidiaries No Borrower or Subsidiary is in violation or default of (x) any term of its Charter charter or Bylawsbylaws or other organizational or governing documents, 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 the Borrowers or the Subsidiaries which would materially and adversely affect the Borrowers’ 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 Borrowers’ execution, delivery delivery, and performance of and compliance with this Agreement and Agreement, the Related Agreements to which it is a party, Collateral Documents and the issuance and sale of the Note by the Company Notes and the other Securities by Common Shares issuable upon conversion of or in payment on the Company each pursuant hereto and theretoNotes (the “Conversion Shares”, together with the Notes, 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 charter or provisionbylaws or other organizational or governing documents, or of any provision of any mortgage, indenture, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order, writ or, to its knowledge, any statute, rule or regulation applicable to the Borrowers or the Subsidiaries, or result in the creation of any mortgage, pledge, lien, encumbrance or charge Lien upon any of the properties Borrowers’ or Subsidiaries’ 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 CompanyBorrowers, its business or operations or any of its assets or propertiesassets.

Compliance with Other Instruments. Neither As of the date of the Closing, 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, 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 or or, to its knowledge, of any judgmentprovision of federal or state statute, decree, order rule or writ, which violation or default, in regulation applicable to 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 and performance of and compliance with this Agreement the Agreements and the Related Agreements to which it is a party, 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 contemplated hereby or 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 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 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, which suspension, revocation, impairment, forfeiture or nonrenewal will have a material adverse effect on the Company's financial condition, operating results, business or operations.

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 except as set forth on Schedule 4.11, 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 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 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 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 (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 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 The Company nor any of its Subsidiaries 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, 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, to its knowledge, 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 and the Related Agreements to which it is a partyAgreement, and the issuance and sale of the Note by Shares, the Company Warrants and the other Securities by shares of Common Stock issuable upon exercise of the Company each Warrants (the "Warrant Shares") 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 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 Ancillary Agreements to which it is a party, and the issuance and sale of the Note Notes by Company and the Company Eligible Subsidiaries 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 Company, Cancable Parent 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 by the Company and the other Securities by the Company and Cancable 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 Company, Cancable Parent 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 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 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 The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter or Bylawscertificate of incorporation as in effect as of the date hereof, or (y) its Bylaws or, to the knowledge of the Company, of any provision of any indebtedness, 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, to its knowledge, any statue, rule or writregulation applicable to the Company which would materially and adversely affect the business, which assets, liabilities, financial condition, operations or prospects of the Company, and will not be in violation or defaultdefault of any term of the Amended Certificate of Incorporation, 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 Effectwhen such Certificate is filed. The execution, delivery delivery, and performance of and compliance with this Agreement and the Related Agreements to which it is a partyInvestor Rights Agreement, and the issuance and sale of the Note by the Company Shares and the other Securities by Warrants pursuant hereto, the Company each issuance of the Warrant Shares upon the exercise of the Warrants, and the issuance of the Conversion Shares pursuant hereto and theretoto the Amended Certificate of Incorporation, will not, with or without the passage of time or the 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 or the suspension, revocation, impairment, forfeiture or nonrenewal non-renewal of any permit, 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 12(k), 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 Company and the Company Eligible Subsidiaries 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, any Company nor any of its their Domestic Subsidiaries is in violation or default of (x) any term of its Charter or BylawsConstituent 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 the Parent, each Company and each of their Subsidiaries 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 Parent’s, any Company’s or any of their Subsidiary’s 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 Parent’s, any Company, its business ’s or any of their Subsidiary’s 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 provision of its Charter Restated Certificate or Bylaws, or (y) in any material respect 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 judgmentprovision of any federal or state judgement, decree, order order, statute, rule or writ, which violation or default, in regulation applicable to 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 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 the other Securities by the Company each pursuant hereto and thereto, thereby 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 either a material 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 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. The Company's business as it is presently conducted is in full compliance with all applicable federal, state local and foreign laws, rules, regulations, orders and decrees (collectively, "Laws") applicable to the Company and/or its properties (including, without limitation, Laws relating to foreign payments), and the Company is not in violation of (and the transactions contemplated by this Agreement and the Ancillary Agreements will not result in, any violation of) any applicable Laws.

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 (as amended) or Bylaws, Bylaws or (y) of any material provision of any indebtednessinstrument, judgment, order, writ, decree, mortgage, indenture, contractagreement, agreement lease 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, decreerule or regulation applicable to the Company. To the Company's best knowledge, order the other party or writparties to such instruments, which violation mortgages, indentures, agreements, leases or default, contracts are not in the case default in any material respect of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectany provisions contained therein. The execution, delivery and performance of and compliance with this Agreement, the Investors' Rights Agreement and any Ancillary Agreements and the Related Agreements to which it is a partyconsummation of the transactions contemplated hereby and thereby does not require the consent of any third party to, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto and thereto, 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, mortgage, indenture, agreement, lease 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 Company, or the suspension, revocation, impairment, 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 The Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter Amended and Restated Articles or Bylaws, or (y) of any provision of any indebtedness, 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, to its knowledge, any statute, rule or writregulation applicable to the Company which would materially and adversely affect the business, which violation assets, liabilities, financial condition, operations or default, in prospects of 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 of and compliance with this Agreement and the Related Agreements to which it is a partyAssignment Agreement, the adoption of the Amended and Restated Articles and the issuance and sale of the Note by the Company and the other Securities by the Company each Shares pursuant hereto and theretoof the Conversion Shares pursuant to the Amended and Restated Articles, 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 or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, 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 or Bylaws, (y) any term of the Sands Documents (as defined in the Intercreditor and Collateral Agency Agreement dated as of April 29, 2005 among the Purchaser and the Sands Creditors referred to therein, and acknowledged and agreed to by the Company and certain of its Subsidiaries, the "Intercreditor Agreement") or (yz) 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 (yz), 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 would 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 does 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 charge, other than Permitted Encumbrances, 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 the SEC Reports, neither the Company nor any of its Subsidiaries Subsidiary is in violation or default of (x) any term of its Charter Certificate of Incorporation or Bylaws, or (y) of any provision of any indebtedness, 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, to its knowledge, any statute, rule or writregulation applicable to the Company or any Subsidiary that would materially and adversely affect the business, which violation assets, liabilities, condition (financial or default, in the case of this clause (yotherwise), 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 Shares upon conversion of the Note by or upon payment on 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 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 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 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 and the issuance of the Parent Warrant by the 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 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 Bylawsorganizational documents, or (y) 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 reasonably be expected to have, either other than such violations that would not individually or in the aggregate, aggregate have a Material Adverse EffectEffect on the Company. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyTransaction Documents, 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 theretoTransaction Documents 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, 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 forfeiture, or nonrenewal of any material 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. The exchange of the Exchanged Note for the Preferred Shares and the subsequent issuance of the Underlying Securities are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

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 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 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 is in violation or default of (x) any term of its Charter Certificate of Incorporation or Bylaws, (y) any term of the Bridge Loan Documents or the Wedge Documents or (yz) 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 (yz), 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, 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 Except as disclosed in the Company's filings with the Securities and Exchange Commission (the "Commission"), the Company nor any of its Subsidiaries 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 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 the Company which would materially and adversely affect the business, which violation assets, liabilities, financial condition, operations or default, in prospects of 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 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 and the other Securities by the Company each Convertible Series A pursuant hereto and theretothe issuance of the Conversion Shares upon conversion of the Convertible Series A as provided in the Articles of Amendment, 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 or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, 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 (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 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 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 Borrower nor any of its Subsidiaries is in violation or default of (x) any term of its Charter articles of incorporation or Bylawsbylaws, or (y) of any provision of any indebtedness, 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, to its knowledge, any statute, rule or writregulation applicable to it which would materially and adversely affect the business, which violation assets, liabilities, financial condition, operations or default, in prospects of the case of this clause (y), has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectBorrower and its Subsidiaries. The execution, delivery delivery, and performance of and compliance with this Agreement Agreement, the other Loan Documents and the Related Agreements to which it is a partytransactions contemplated hereby and thereby, and including without limitation the issuance and sale of the Note by Common Stock pursuant to the Company Notes and the other Securities by the Company each pursuant hereto and theretoWarrants, 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 Borrower or any of its Subsidiaries Subsidiary (other than as contemplated by the Loan Documents) or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, permit license, authorization or approval applicable to the CompanyBorrower or its Subsidiary, its business or operations or any of its assets or propertiesmaterially interfere with the Borrower’s ability to complete the Subsequent Offering.

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 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 Company and the Company Eligible Subsidiaries 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 Except as set forth in 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 (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 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, except in favor of Purchaser, 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 Certificate or Bylaws, or (y) of any provision of any indebtedness, 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 writany statute, rule or regulation applicable to the Company which violation would materially and adversely affect the business, assets, liabilities, financial condition, operations or default, in prospects of 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 of and compliance with this Agreement Agreement, the Investors' Rights Agreement, the Stockholders' Agreement, the Employment Agreements and the Related Agreements Compliance Certificate to which it is a partybe delivered pursuant to Section 5.1(f) hereof, and the issuance and sale of the Note by the Company and the other Securities by the Company each Shares pursuant hereto and theretoof the Conversion Shares pursuant to the Certificate, 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 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 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 Companies and the other Securities Closing Shares by the Company USELL each 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 or provision, 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 Except as set forth in Schedule 3.12, (i) the Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter Restated Certificate or Bylaws, or and (yii) the Company is not in violation of any provision of any indebtedness, 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 writregulation applicable to the Company which would materially and adversely affect the business, which violation assets, liabilities, financial condition, operations or default, in prospects of 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 of and compliance with this 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 theretoof the Conversion Shares pursuant to the Restated Certificate, 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 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 Except as set forth in Schedule 3.12, (i) the Company nor any of its Subsidiaries is not in violation or default of (x) any term of its Charter Restated Certificate or Bylaws, or and (yii) the Company is not in violation of any provision of any indebtedness, 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 writregulation applicable to the Company which would materially and adversely affect the business, which violation assets, liabilities, financial condition, operations or default, in prospects of 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 of and compliance with this 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 theretoof the Conversion Shares pursuant to the Restated Certificate, 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 or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, permit license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.