Common use of Compliance with Other Instruments Clause in Contracts

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation or be in conflict with or constitute, with or without passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal of any material permit, license, authorization or approval applicable to the Company, its businesses or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Amended and Restated Certificate of IncorporationIncorporation or Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsAmendment to Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or default or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. (a) The Company is not in violation or default of any provision provisions of its Restated Certificate of Incorporation, or Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound bound, or of any provision of federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company which would have a material adverse effect on the assets, condition or affairs of the Company, financially or otherwise. The execution, delivery and performance by of the Company of this Agreement and the Ancillary Agreements, Agreements and the consummation of the transactions contemplated hereby and thereby, or thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in ---------------------------------- violation or default in any material respect of any provision of its Certificate of Incorporation, Incorporation or Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule rule, or regulation applicable to the Company. The execution, delivery delivery, and performance by the Company of this Agreement and the Ancillary Agreements, Transaction Documents and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or non-renewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations operations, or any of its assets or properties.

Compliance with Other Instruments. The Company is not in --------------------------------- violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Certificate or Bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsInvestors' Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws charter or its other charter documents bylaws (both as amended to date) or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default in any material respect of any provision of its Certificate of Incorporation, Restated Articles or Bylaws or its other charter documents or in any material respect of any material provision of any mortgage, indenture, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or or, to its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations operations, or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate of Incorporationcharter documents, Bylaws each as amended, or its other charter documents or to the Company’s knowledge, in any material respect respect, of any provision of any mortgage, indenture, contract, lease, license, agreement, instrument, regulation permit, purchase order or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule order or regulation applicable to the Companywrit other than any such violation that would not have a Material Adverse Effect. The execution, delivery delivery, and performance by the Company of and compliance with this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in material conflict with or constitute a material default under (or require a consent under) any such provision term or an event that results provision, or result in the creation of any material mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its articles of incorporation (the “Articles”) or bylaws (the “Bylaws”) nor, to its knowledge, in any mortgage, indenture, agreement, material respect of any instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decreedecree or contract, statute, rule or regulation applicable to which the Company is subject and a violation of which would have a material adverse effect on the condition, financial or otherwise, or operations of the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation such violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of IncorporationFormation or Limited Liability Company Agreement, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or material contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in --------------------------------- violation or default of any provision of its Certificate of Incorporation, Incorporation or Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule rule, or regulation applicable to the Company. The execution, delivery delivery, and performance by the Company of this Agreement, the Registration Rights Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or non-renewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations operations, or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate of IncorporationCharter or Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, decree, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery delivery, and performance by the Company of and compliance with this Agreement Agreement, and the Ancillary Related Agreements, and the consummation issuance and sale of the transactions contemplated hereby Shares pursuant hereto and therebyof the Conversion Shares pursuant to the Charter, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in conflict with or constitute a default under any such provision term, or an event that results result in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Restated Certificate of Incorporationor Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement, the Investors' Rights Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate Charter or Bylaws, or of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule order or regulation applicable to the Companywrit. The execution, delivery and performance by the Company of and compliance with this Agreement and the Ancillary AgreementsRelated Agreements to which it is a party, and the consummation issuance and sale of the transactions contemplated hereby and therebySecurities by the Company each pursuant hereto, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in conflict with or constitute a default under any such provision term or an event that results provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Charter, Certificate of IncorporationDesignation or Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, decree, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery delivery, performance of and performance by the Company of compliance with this Agreement and the Ancillary Related Agreements, and the consummation issuance and sale of the transactions contemplated hereby Shares pursuant hereto and therebyof the Conversion Shares pursuant to the Certificate of Designation, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in conflict with or constitute a default under any such provision term, or an event that results result in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Articles or Bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsInvestors' Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Restated Certificate of Incorporationor Bylaws nor, Bylaws or to its other charter documents or in any material respect knowledge, of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decreedecree or contract, statute, rule or regulation applicable ("Instruments") to which the Company is subject, except for any violation of an Instrument that individually or in the aggregate would not have a material adverse effect on the condition, financial or otherwise, or operations of the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under the Restated Certificate, Bylaws or any such provision Instrument or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws charter or its other charter documents bylaws (both as amended to date) or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or or, to its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby, will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Articles of Incorporation ("Restated Articles") or bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsWarrants, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewable of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Restated Certificate of Incorporationor Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement, the Investors' Rights Agreement and the Ancillary AgreementsCo-Sale Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Restated Certificate of Incorporationor Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement, the Rights Agreement, the Voting Agreement and the Ancillary AgreementsCo-sale Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Certificate or Bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsInvestors' Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate of Incorporationthe Charter or Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule order or regulation applicable to writ the violation of which would have a material adverse effect on the Company. The execution, delivery and performance by the Company of and compliance with this Agreement and the Ancillary Related Agreements, and the consummation issuance and sale of the transactions contemplated hereby and therebySecurities pursuant hereto, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in conflict with or constitute a default under any such provision term or an event that results provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate Restated Articles of IncorporationIncorporation or Restated Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, decree, order, writ, decree, writ or any statute, rule or regulation applicable to the Company, except for such violations or defaults as would not have a Material Adverse Effect. The execution, delivery and performance by the Company of and compliance with this Agreement and the Ancillary Agreements, and the consummation issuance of the transactions contemplated hereby and thereby, Shares pursuant hereto will not result in any such material violation violation, or be in conflict with or constitute, with or without passage of time or giving of notice, either constitute a material default under any such provision term, or an event that results result in the creation of any lien, charge lien or encumbrance upon on any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties. There is no such violation or default or event that, with the passage of time or giving of notice or both, would constitute a violation or default that would have a Material Adverse Effect.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate Articles of IncorporationIncorporation or Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement Agreement, the Related Agreements and the Ancillary Restructuring Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Certificate of Incorporation or Bylaws nor in any mortgage, indenture, agreement, material respect of any instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decreedecree or contract which the Company knows it is bound by, or to its knowledge, any statute, rule or regulation applicable to which the Company is subject and a violation of which would have a material adverse effect on the condition, financial or otherwise, or operations of the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation such violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation --------------------------------- or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Certificate or Bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsInvestors' Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws charter or its other charter documents bylaws (both as amended to date) or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation of the transactions contemplated hereby and therebyhereby, will not result in any material such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Restated Articles or Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule rule, regulation or regulation restriction applicable to the Company. The execution, delivery delivery, and performance by the Company of this Agreement Agreement, the Debenture and the Ancillary AgreementsWarrant, and the consummation of the transactions contemplated hereby and thereby, will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations operations, or any of its assets or properties.

Compliance with Other Instruments. The Company is not in --------------------------------- violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Articles of Incorporation or Bylaws, or in any mortgage, indenture, agreement, material respect of any material instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation of the transactions contemplated hereby and thereby, will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in material violation or material default of any provision term of its Certificate of IncorporationIncorporation or Bylaws, Bylaws or its other charter documents or in of any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, decree, order, writwrit or, decreeto its knowledge, any statute, rule or regulation applicable to the CompanyCompany which would have a Material Adverse Effect. The execution, delivery delivery, and performance by the Company of and compliance with this Agreement and the Ancillary Agreements, issuance and the consummation sale of the transactions contemplated hereby and thereby, Shares pursuant hereto will not result in any such material violation violation, or be in conflict with or constitute, with or without passage of time or giving of notice, either constitute a material default under any such provision term, or an event that results result in the creation of any lien, charge or encumbrance Lien upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties. There is no such violation or default or event which, with the passage of time or giving of notice or both, would constitute a violation or default which would have Material Adverse Effect.

Compliance with Other Instruments. The Company is not in violation or default in any respect of any provision of its Certificate of Incorporation, Bylaws charter or its other charter documents bylaws (both as amended to date) or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or or, to its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or --------------------------------- default of any provision of its Restated Certificate of Incorporationor Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation judgment, order, writ, 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 provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Investors' Rights Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate of IncorporationRestated Charter or Bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, decree, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery delivery, and performance by the Company of and compliance with this Agreement and the Ancillary AgreementsInvestor Rights Agreement, and the consummation issuance and sale of the transactions contemplated hereby Shares pursuant hereto and therebyof the Conversion Shares pursuant to the Restated Charter, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in conflict with or constitute a default under any such provision term, or an event that results result in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Certificate or Bylaws nor, to its knowledge, in any mortgage, indenture, agreement, material respect of any instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decreedecree or contract, statute, rule or regulation applicable to which the Company is subject and a violation of which would have a material adverse effect on the condition, financial or otherwise, or operations of the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, Related Agreements and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material violation such violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default in any material respect of any provision of its Certificate of Incorporation, Bylaws or its other charter organizational documents or in any material respect of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule rule, regulation or regulation restriction applicable to the Company. The execution, delivery delivery, and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material such violation or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations operations, or any of its assets or properties.

Compliance with Other Instruments. The To its knowledge, the Company is not in violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Articles or Bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsInvestor Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or non renewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default violation, and has not received any notice of violation, of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or nor, to its knowledge, in any material respect respect, of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decreedecree or contract, statute, rule or regulation applicable to which the CompanyCompany is a party or is subject and a violation of which would have a Material Adverse Effect (as hereinafter defined). The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation such violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the termination, suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material agreement, instrument, permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate Charter or Bylaws, or of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule order or regulation applicable to the Companywrit. The execution, delivery and performance by the Company of and compliance with this Agreement and the Ancillary Agreementsother Transaction Documents to which it is a party, and the consummation issuance and sale of the transactions contemplated hereby and therebySecurities by the Company each pursuant hereto, will not result in any material violation or be in conflict with or constitutenot, with or without the passage of time or giving of notice, either result in any such material violation, or be in conflict with or constitute a default under any such provision term or an event that results provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation or default of any provision of its Restated Certificate of Incorporationor Bylaws nor, Bylaws or to its other charter documents or in any material respect knowledge, of any provision of any mortgage, indenture, agreement, instrument, regulation or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decreedecree or contract, statute, rule or regulation applicable ("Instruments") to which the Company is subject, except for any violation of an Instrument that individually or in the aggregate would not have a material adverse effect on the condition, financial or otherwise, or operations of the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not result in any material violation violation, or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under the Restated Certificate, Bylaws or any such provision Instrument or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties.

Compliance with Other Instruments. The Company is not in violation --------------------------------- or default of any provision term of its Certificate articles of Incorporationincorporation or bylaws, Bylaws or its other charter documents or in any material respect of any provision of any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, decree, order, writ, decree, writ or any statute, rule or regulation applicable to the Company, except for such violations or defaults as would not have a Material Adverse Effect. The execution, delivery delivery, and performance by the Company of and compliance with this Agreement and the Ancillary Agreements, and the consummation issuance of the transactions contemplated hereby and thereby, Shares pursuant hereto will not result in any such material violation violation, or be in conflict with or constitute, with or without passage of time or giving of notice, either constitute a material default under any such provision term, or an event that results result in the creation of any lien, charge Lien on any of the properties or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties. There is no such violation or default or event which, with the passage of time or giving of notice or both, would constitute a violation or default that would have a Material Adverse Effect.

Compliance with Other Instruments. The Company is not in violation or default of any provision term of its Certificate of Incorporationcharter documents, Bylaws each as amended, or its other charter documents or in any material respect of any provision of. The execution, delivery, and performance of and compliance with this Agreement, and the other Loan Documents, and the issuance and sale of the Notes pursuant hereto, will not, with or without the passage of time or giving of notice, result in (a) any such material violation, or be in conflict with, constitute a material default under any mortgage, indenture, contract, agreement, instrument, regulation instrument or contract to which it is a party or by which it is bound or of any federal or state judgment, order, writ, decree, statute, rule order or regulation applicable to writ other than any such violation that would not have a material adverse effect on the Company. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, will not or (b) result in any material violation or be in conflict with or constitute, with or without passage of time or giving of notice, either a default under any such provision or an event that results in the creation of any mortgage, pledge, lien, encumbrance or charge or encumbrance upon any of the properties or assets of the Company or the suspension, revocation, impairment, forfeiture or renewal nonrenewal of any material permit, license, authorization or approval applicable to the Company, its businesses business or operations or any of its assets or properties, other than any Liens (as defined in the Notes) granted pursuant to the Loan Documents.

Compliance with Other Instruments. The Company is not in --------------------------------- violation or default of any provision of its Certificate of Incorporation, Bylaws or its other charter documents or in any material respect of any provision of its Restated Certificate or Bylaws, or in any mortgage, indenture, agreement, material respect of any instrument, regulation judgment, order, writ, decree or contract to which it is a party or by which it is bound or bound, or, to its knowledge, of any provision of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company. The execution, delivery and performance by the Company of this Agreement Agreement, and the Ancillary AgreementsInvestors' Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, thereby will not result in any material such violation or be in conflict with or constitute, with or without the passage of time or and giving of notice, either a default under any such provision provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture forfeiture, or renewal nonrenewal of any material permit, license, authorization authorization, or approval applicable to the Company, its businesses business or operations or any of its assets or properties.