Common use of Compliance with Other Instruments Clause in Contracts

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Restated Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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 Shares pursuant hereto and of the Company and Conversion Shares pursuant to the other Securities by the Company each pursuant heretoRestated Charter, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter or Bylawscharter documents, each as amended, or of any material provision of any mortgage, indenture, contract, lease, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writwrit other than any such violation that would not have a material adverse effect on 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 pursuant hereto and of the Company and Conversion Shares pursuant to the other Securities by the Company each pursuant heretoCertificate of Designation, 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 material 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 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. Except as set forth on Schedule 4.11To its knowledge, the Company is not in violation or default of any term of its Charter or Certificate of Incorporation, Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument indenture or contract to which it is a party or and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a material 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 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 heretoTransaction 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, charge or encumbrance or charge upon any of the properties or assets of the Company 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter or its bylaws as currently in effect (the "Bylaws"), or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements other Transaction Documents to which it is a party, and the issuance and sale of the Note and Warrant by the Company and the other Securities by the Company each pursuant heretohereto 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter Restated Certificate or Bylaws, or in any respect of any judgment, order, writ or decree or in any material provision of respect any mortgage, indenture, contract, agreement, instrument or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any judgmentprovision of any federal or state statute, decree, order rule or writregulation applicable to the Company. 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, 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 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default (a) of any term provisions of its the Restated Charter or Bylawsthe Company’s bylaws, or of any material provision of any mortgageor, indenture(b) to its knowledge, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decreeorder, order writ or writdecree of any court or governmental entity, or, (c) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company. 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 transactions contemplated by the Company and the other Securities by the Company each pursuant heretothis Agreement will not result in any such violation or default, 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 (i) a default under any such term judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or provision, purchase order or result (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 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. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default of any term of its Charter Certificate of Incorporation or Bylaws, or of any material provision term of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order order, or writ. 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 Shares pursuant hereto and the other Securities by Conversion Shares pursuant to the Company each pursuant heretoCertificate 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter Restated Certificate or Bylaws, or . The Company is not in violation of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or contract to which it is a party or by which it is bound bound, or of any judgmentprovision of any federal or state statute, decreerule or regulation applicable to the Company, order or writexcept where such violation would not have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyRights 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, 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 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 respective assets or properties.

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default of any term provisions of its Charter Certificate of Incorporation, Certificate of Designations or Bylaws, as amended, or of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or 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. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a party, Rights 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, 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 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. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default of any term provisions of its Charter Restated Certificate or Bylaws, Bylaws or of any material provision of any mortgage, indenture, contract, agreement, instrument instrument, judgment, order, writ, decree or contract to which it is a party or by which it is or any of its properties are bound or or, to its knowledge, of any judgmentprovision of federal or state statute, decree, order rule or writregulation applicable to the Company. 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, transactions contemplated hereby or 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 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 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. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default of any term provision of its Charter Restated Certificate or Bylaws, or of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or contract to which it is a party or by which it is bound or bound, or, to the best of its knowledge, of any judgmentprovision of any federal or state statute, decree, order rule or writregulation applicable to the Company. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyTransaction 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 heretothereby, will notnot result in any such violation or be in conflict with or constitute, with or without the passage of time or and/or 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 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. Except as set forth on Schedule 4.11To the Company's knowledge, the Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. The To the Company's knowledge, 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provisions of its Charter Certificate of Incorporation or Bylaws, Bylaws or of any material provision of any mortgage, indenture, contract, agreement, instrument instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or any provision of any judgmentfederal or state statute, decree, order rule or writregulation applicable to the Company. The execution, delivery and performance of and compliance with this Stock Purchase Agreement and the Related Agreements to which it is a party, 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter or Bylawsgoverning documents, or of any material provision of any mortgage, indenture, contract, agreement, instrument or 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, assets, 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 the Company and the other Securities by the Company each Shares pursuant hereto, 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 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. Except as set forth on Schedule 4.11, the Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of, and the execution and delivery by the Company of the Transaction Agreements will not result in any violation or default with respect to, its Charter articles of incorporation or Bylawsbylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument indenture or contract to which it is a party or and by which it is bound or of any judgment, decree, order or writ. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyother Transaction Agreements, and the issuance and sale consummation of the Note by the Company and the other Securities by the Company each pursuant heretotransactions contemplated hereby or thereby will not result in any such violation or be in conflict with, will notgive rise to any acceleration or right to accelerate, 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, encumbrance or charge Lien upon any of the properties or assets of the Company 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. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default in any material respect of any term provision of its Certificate of Incorporation or Bylaws (collectively "Charter or BylawsDocuments"), or in any material respect of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or contract to which it is a party or by which it is bound bound, or of any judgmentprovision of any federal or state statute, decree, order rule or writregulation applicable to the Company. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyDocuments, and the issuance and sale consummation of the Note by the Company and the other Securities by the Company each pursuant hereto, 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 that results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties assets or assets of the Company 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. Except as set forth in Exchange Act Filings or on Schedule 4.11, the Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or --------------------------------- default of any term provisions of its Charter Certificate or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound bound, or any provision of any judgmentfederal or state statute, decree, order rule or writregulation applicable to the Company. The execution, delivery and performance 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 heretothereby, will notnot result in any such material 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 the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its business business, operations, properties or operations or any of its assets or propertiesassets.

Compliance with Other Instruments. Except as set forth on Schedule 4.11in the SEC Reports, neither the Company nor or any of its Subsidiaries is not in violation or default of any term of its their respective Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. The execution, 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 pursuant hereto, 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. Except as set forth on Schedule 4.11, the Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writwrit applicable to the Company or its properties. 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, 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 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. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default in any material respect of any term provision of its Certificate of Incorporation or Bylaws (collectively "Charter or BylawsDocuments"), or in any material respect of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrite, instrument decree or contract to which it is a party or by which it is bound bound, or of any judgmentprovision of any federal or state statute, decree, order rule or writregulation applicable to the Company. 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 and the other Securities by the Company each pursuant hereto, 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 that results in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties assets or assets of the Company 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Restated Charter or Bylaws, Bylaws or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writwrit other than any such violation that 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 partyTransaction Documents, and the authorization, sale, issuance and sale delivery of the Note by the Company and the other Securities by the Company each pursuant hereto, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its the Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writwrit the violation or default of which would not have a material 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 partyAgreements, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter or Bylawscharter documents, each as amended, or of any material provision of any mortgage, indenture, contract, lease, license, agreement, instrument instrument, permit, purchase order or contract to which it is a party or by which it is bound or of any judgment, decree, order or writwrit other than any such violation that would not have a material adverse effect on 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 the Company and the other Securities by the Company each Shares pursuant hereto, hereto 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 (or require a consent 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter Amended Certificate of Incorporation or Bylaws, or in any material respect of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to its knowledge, of any material provision of any mortgagefederal or state statute, indenture, contract, agreement, instrument rule or contract regulation applicable to which it is party or by which it is bound or of any judgment, decree, order or writthe 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 by the Company transactions contemplated hereby and the other Securities by the Company each pursuant heretothereby, 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 violationrespect, 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 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. Except as set forth on Schedule 4.11, the (a) The Company is not in violation or default of any term provisions of its Charter Certificate of Incorporation or Bylaws, Bylaws or of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or 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. The execution, delivery and performance of and compliance with this Agreement, the Investors' Rights Agreement or any Ancillary Agreements and the Related Agreements to which it is a party, 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, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter Certificate of Incorporation or Bylaws, Bylaws or in any material respect of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or contract to which it is a party or by which it is bound or bound, or, to the Company’s knowledge, of any judgmentprovision of any federal or state statute, decree, order rule or writregulation applicable to the Company. The execution, delivery and performance of and compliance with this Agreement and the Related Agreements to which it is a partyother Transaction Documents, and the issuance and sale consummation of the Note by the Company transactions contemplated hereby and the other Securities by the Company each pursuant heretothereby, 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 the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, or its business or operations or any of its assets or properties.

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter or Bylawscharter documents, each as amended, or of any material provision of any mortgage, indenture, contract, lease, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writwrit other than any such violation that would not have a material adverse effect on the Company. The execution, delivery delivery, and performance of and compliance with this Agreement Agreement, and the Related Agreements to which it is a partyStockholders’ Agreement, and the issuance and sale of the Note by the Company Shares and the other Securities by the Company each Warrant pursuant heretoto this Agreement, 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 material 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default in any material respect of any term provision of its Charter Restated Certificate or Bylaws, or in any material respect of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any judgmentprovision of any federal or state statute, decree, order rule or writregulation applicable to the Company. 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, 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 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 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. Except as set forth on Schedule 4.11, the Company is not in violation or default of any term of its Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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, 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 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 as may be effected pursuant to this Agreement and/or the Related Agreements.

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the The Company and Databit each is not in violation or default of any term of its their respective Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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 Databit and the other Securities by the Company each pursuant hereto, 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 Databit or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the CompanyCompany or Databit, its their respective business or operations or any of its their respective assets or properties.

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter articles of incorporation or Bylawsbylaws, or of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree, or contract to which it is a party or by which it is bound or bound, or, to the best of their knowledge, of any judgmentprovision of any federal or state statute, decreerule, order or writregulation which may be applicable to them. 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 consummation of the Note by the Company and the other Securities by the Company each pursuant hereto, transactions contemplated hereby 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 the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its business businesses, or operations operations, or any of its assets or properties.

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the The Company is not in violation or default (a) of any term provisions of its Charter Restated Certificate, (b) of any instrument, judgment, order, writ or Bylawsdecree, under any note, indenture or mortgage, or of (c) under any material provision of any mortgage, indenture, contractlease, agreement, instrument contract or contract purchase order to which it is a party or by which it is bound bound, or (v) of any judgment, decree, order or writprovision of applicable law. 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, 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 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter Restated Certificate or Bylaws, or in any material respect of any material provision of any mortgageinstrument, indenturejudgment, contractorder, agreementwrit, instrument decree or 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 writregulation applicable to the Company. 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, 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 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.or

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term provision of its Charter Articles of Incorporation or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound or or, to the Company's knowledge, of any judgmentmaterial provision of any federal or state statute, decreerule or regulation applicable to the Company, order which violation or writdefault would have a Material 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 party, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto, 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 provision, instrument, judgment, order, writ, decree or provisionmaterial contract, or result in the creation of any mortgage, pledge, lien, charge or encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any permit, license, authorization authorization, or approval applicable to the Companybusiness, its business or operations or any of its the assets or propertiesproperties the Company.

Compliance with Other Instruments. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter Restated Certificate or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or order, writ. The execution, delivery delivery, and performance of and compliance with this Agreement Agreement, and the Related Agreements to which it is a partyInvestor Rights Agreement, and the issuance and sale of the Note by Shares pursuant hereto and of the Company and Conversion Shares pursuant to the other Securities by the Company each pursuant heretoRestated 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 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. Except as set forth on Schedule 4.11, the Compliance with Other Instruments" \l 2. The Company is not in violation or default of any term of its the Charter or Bylaws, or of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writwrit the violation or default of which would not have a material 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 partyAgreements, and the issuance and sale of the Note by the Company and the other Securities by the Company each pursuant hereto, 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Restated Charter or Bylaws, . The Company is not in violation or default of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ. 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 pursuant hereto and of the Company and Conversion Shares pursuant to the other Securities by the Company each pursuant heretoRestated Charter, 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 material 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 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter certificate of incorporation or Bylawsorganization, or bylaws or operating agreement, or of any material provision of any mortgage, indenture, contract, agreement, instrument indenture or contract to which it is a party or and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a material 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 heretoLoan 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, charge or encumbrance or charge upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its their business or operations or any of its their assets or properties. The issuance of the Note is 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. Except as set forth on Schedule 4.11, the The Company is not in violation or default of any term of its Charter Certificate of Incorporation or Bylaws, or, except to the extent that any violation or default would not result in a material adverse effect on the Company, of any material provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order order, or writ. 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, hereto 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 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.