Common use of Compliance with Other Instruments Clause in Contracts

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter or the Company’s bylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Certificate or the Company’s bylawsBylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default default: (ai) of any provisions of the Restated Charter its Articles of Incorporation or the Company’s bylaws, Bylaws; (bii) of any instrument, judgment, order, writ or decree of any court or governmental entity, decree; (ciii) under any mortgage; or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this the Agreement and the consummation of the transactions contemplated by this the Agreement will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the its Restated Charter Certificate or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, or of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The No Group Company is not in violation of or default under any (ai) of any provisions of the Restated Charter or the Company’s bylawsits Constitutive Documents, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required bound, except for violation of or default under any such provision, instrument, judgment, order, writ, decree, contract or agreement which would not reasonably be likely to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Companyhave a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated by this Agreement the Transaction Documents will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance Lien upon any assets of the Company any Warrantor or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Companyany Warrantor.

Compliance with Other Instruments. The Company is not in violation or default de- fault (a) of any provisions of the Restated Charter or the Company’s bylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage pas- sage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license li- cense applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter its articles of organization or the Company’s bylawsoperating agreement, (b) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (c) under any note, indenture or mortgage, (d) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (de) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a material adverse effect on the Company. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated its Amended Charter or the Company’s bylawsAmended and Restated Bylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any material lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the its Restated Charter Articles of Incorporation or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, (d) to its knowledge, or of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of its Certificate of Incorporation (the Restated Charter “Charter”) or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Certificate or the Company’s bylawsBylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement and the consummation of the transactions contemplated by this Agreement thereby will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Certificate of Incorporation or Bylaws of the Company’s bylaws, (b) of any instrument, judgment, order, writ or decree of any court or governmental entity, or (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter or the Company’s bylawsBylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the its Restated Charter Certificate or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a material adverse effect. The execution, delivery and performance of this Agreement and the Investor Documents and the consummation of the transactions contemplated by this Agreement thereby will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter or the Company’s bylawsits Operating Agreement, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation, as amended or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedule, bound or, (dv) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this the Agreement and the consummation of the transactions contemplated by this the Agreement will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Articles or the Company’s bylawsBylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Memorandum of Association or the Company’s bylawsArticles of Association, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on bound the Disclosure Scheduleviolation or default of which would have a Material Adverse Effect, or, or (dv) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter or the Company’s bylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter its Certificate or the Company’s bylawsBylaws, (b) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (c) under any note, indenture or mortgage, or (d) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, or (de) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the its Restated Charter Certificate or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, or of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated by this Agreement the Transaction Documents will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Articles or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, (d) to its knowledgeKnowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, forfeiture or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of its Certificate of Formation (the Restated Charter “Certificate”) or the Company’s bylawsOperating Agreement, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the its Restated Charter Certificate or the Company’s bylawsBylaws, (b) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (c) under any note, indenture or mortgage, (d) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, or (de) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement herein will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (ix) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (iiy) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Certificate or the Company’s bylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, or (d) 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 this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, or constitute, with or without the passage of time and or giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in material violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation, Bylaws or the Company’s bylawsother governing documents, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, or (dv) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such material violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Certificate or the Company’s bylawsits Bylaws, (b) of any judgment, order, writ or decree of any court or governmental entity, (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, or constitute, with or without the passage of time and giving of notice, either (i) a default under any such judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter Certificate or Bylaws of the Company’s bylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) to its knowledge, of any provision of or federal or state statute, rule or regulation materially applicable to the Company, in each case the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Senior Notes and the consummation of the transactions contemplated by this Agreement thereby will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (iy) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or ; of (iiz) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter or the Company’s bylawsits Articles of Association, (b) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (c) under any note, indenture or mortgage, or (d) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Notes and the consummation of the transactions contemplated by this Agreement and the Notes will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (ix) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (iiy) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation or the Company’s bylawsBy-Laws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedule, bound or, (d) to its knowledge, of any provision of any federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the its Restated Charter Certificate or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Except as set forth in Section 2.10 of Schedule B, the Company is not in violation or default (a) of any provisions of the its Restated Charter Articles or the Company’s bylawsBylaws, (b) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (c) under any note, indenture or mortgage, (d) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (de) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (ix) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (iiy) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation or the Company’s bylawsBylaws, each as amended to date, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedule, bound or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a material adverse effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter or the Company’s bylawsits current articles of association, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state any statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the its Restated Charter Certificate of Incorporation or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any agreement, instrument, contract, leasecredit agreement or facility, note, indentureindenture or mortgage, mortgage or (iv) under any lease, agreement, contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, (d) to its knowledge, or of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of any of which would have a Material Adverse Effect. The execution, delivery and performance of this the Agreement and the consummation of the transactions contemplated by this the Agreement will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Except as disclosed in the Company’s SEC Documents, the Company is not in violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation or the Company’s bylawsBylaws, each as amended, (bii) of any instrument, judgment, order, writ or decree of any court decree, or governmental entity, (ciii) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedule, bound or, (d) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a material adverse effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter Articles of Incorporation or Bylaws of the Company’s bylaws, (b) of any instrument, judgment, order, writ or decree of any court or governmental entity, or (c) under any agreement, instrument, contract, lease, note, indenture, mortgage or purchase order to which it is a party that is required to be listed on the Disclosure Schedule, or, (d) 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 this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage or purchase order or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (a) of any provisions of the Restated Charter its Articles or the Company’s bylawsMemorandum, (b) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (c) under any note, indenture or mortgage, or (d) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, of any provision of federal or state a statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Articles or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party Party or by which it is bound that is required to be listed on the Disclosure Schedule, or, (d) to its knowledge, or of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Agreements and the consummation of the transactions contemplated by this Agreement the Transaction Agreements will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

Compliance with Other Instruments. The Company is not in violation or default (ai) of any provisions of the Restated Charter its Certificate of Incorporation or the Company’s bylawsBylaws, (bii) of any instrument, judgment, order, writ or decree of any court or governmental entitydecree, (ciii) under any note, indenture or mortgage, or (iv) under any lease, agreement, instrument, contract, lease, note, indenture, mortgage contract or purchase order to which it is a party that or by which it is required to be listed on the Disclosure Schedulebound, or, or (dv) to its knowledge, of any provision of federal or state statute, rule or regulation materially applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated by this Agreement the Transaction Documents will not result in any such violation or default, be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement, instrument, contract, lease, note, indenture, mortgage or purchase order ; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.