Common use of Conflicts; Defaults Clause in Contracts

Conflicts; Defaults. The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions and obligations contemplated hereby to be performed by it will not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, or other instrument to which the Company is a party or by which the Company, or any of their assets is bound (collectively, the “Material Agreements”); (ii) result in the creation or imposition of any Liens or claims upon the Company’s assets or upon the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylaws.

Conflicts; Defaults. The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions and obligations contemplated hereby and thereby to be performed by it will do not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylawsBylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, agreement or other instrument to which the Company is a party or by which the Company, or any of their assets its assets, is bound (collectively, the “Material Agreements”)bound; (ii) result in the creation or imposition of any Liens (except for any Liens imposed, directly or indirectly, by the Investors) or claims upon the Company’s assets or upon any of the shares of capital stock of the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylawsBylaws.

Conflicts; Defaults. The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions and obligations contemplated hereby and thereby to be performed by it will do not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate Articles of Incorporation, the bylawsBylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, agreement or other instrument to which the Company is a party or by which the Company, or any of their assets its assets, is bound (collectively, the “Material Agreements”)bound; (ii) result in the creation or imposition of any Liens (except for any Liens imposed, directly or indirectly, by the Investors) or claims upon the Company’s assets or upon any of the shares of capital stock of the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate Articles of Incorporation or bylawsBylaws.

Conflicts; Defaults. The execution and delivery of this Agreement by the Company and the performance by the Company of the transactions and obligations contemplated hereby to be performed by it will not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylaws, or any provisions of, or result in the acceleration of any obligation under, any material contractMaterial Contract, note, debt instrument, security agreement, or other instrument to which the Company is a party or by which the Company, or any of their assets is bound (collectively, the “Material Agreements”)bound; (ii) result in the creation or imposition of any Liens or claims upon the Company’s assets or upon the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s Investors’ representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the Company; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylaws.

Conflicts; Defaults. The execution and delivery of this Agreement by the Company Sellers and the performance by the Company Sellers of the transactions and obligations contemplated hereby and thereby to be performed by it will do not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylawsBylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, agreement or other instrument to which either the Company or a Seller is a party or by which either the Company, a Seller, or any of their assets the Company’s or a Seller’s assets, is bound (collectively, the “Material Agreements”)bound; (ii) result in the creation or imposition of any Liens or claims upon the Company’s assets or upon any of the shares of capital stock of the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the CompanyCompany or the Sellers; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylawsBylaws.

Conflicts; Defaults. The execution and delivery of this Agreement by each of the Company and the Seller and the performance by each of the Company and the Seller of the transactions and obligations contemplated hereby to be performed by it will do not (i) materially violate, conflict with, or constitute a default under any of the terms or provisions of, the Certificate of Incorporation, the bylawsBylaws, or any provisions of, or result in the acceleration of any obligation under, any material contract, note, debt instrument, security agreement, agreement or other instrument to which either the Company or Seller is a party or by which either the Company, Seller, or any of their assets the Company’s or Seller’s assets, is bound (collectively, the “Material Agreements”)bound; (ii) result in the creation or imposition of any Liens or claims upon the Company’s or Seller’s assets or upon any of the shares of capital stock of the Company’s Common Stock; (iii) assuming the accuracy of the Investor’s representations in Section 4.2, constitute a material violation of any law, statute, judgment, decree, order, rule, or regulation of a Governmental Authority applicable to the CompanyCompany or the Seller; or (iv) constitute an event which, after notice or lapse of time or both, would result in any of the foregoing. The Company is not presently in violation of its Certificate of Incorporation or bylawsBylaws.