Common use of Disclosure of Agreements Clause in Contracts

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein therein, and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, Statement and the Prospectus and any Permitted Free Writing Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act to be described in the Registration Statement, Statement and the Prospectus and any Permitted Free Writing Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, Statement and the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunderthereunder except for any such defaults that would not have or reasonably be expected to result in a Material Adverse Change (as defined below). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, Statement and the Prospectus and any Permitted Free Writing Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, Statement or the Prospectus and any Permitted Free Writing Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it its property or business is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectusor attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as Xxxx Capital Partners, LLC ________________, 2005 Page 7 of 44 enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it its property or business is or may be bound or affected and and: (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or attached as an exhibit thereto or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s knowledge, The performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pre-Pricing Prospectus and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Pre-Pricing Prospectus and any Permitted Free Writing or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) filed as an exhibit to the Registration Statement to which the Company is currently a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (xi) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights generally, (yii) as such enforceability may be limited by an implied covenant of good faith and fair dealing, (iii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities lawslaws or principles of public policy, and (ziv) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None brought and (v) as such enforceability may be limited by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is not in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default by the Company thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except where such assignment or default would not constitute a Material Adverse Change (as defined herein). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any such violation that would not, individually or in the aggregate, have a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed described, or incorporated by referencereference or filed. Each agreement or other instrument (however characterized or described) to which the Company or any Subsidiary (as defined in Section 2.7 below) is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s or any Subsidiary’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company or any Subsidiary, and none of the Company, and neither the Company its Subsidiaries nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for a default or event which would not reasonably be expected to result in a Material Adverse Change as such terms is defined in Section 2.5.1 below). To the best of the Company’s knowledge, performance by the Company or any Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, ordinance, judgment, order or decree of any governmental agency or regulatory agency, body, authority or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any such violation that would not have or reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, Statement and the Prospectus and any Permitted Free Writing Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in any Preliminary Prospectus, the Registration Statement, Statement or the Prospectus and any Permitted Free Writing Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it its property or business is or may be bound or affected and (i) that is referred to in any Preliminary Prospectus or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s 's business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s 's knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s 's knowledge, any other party is in breach or default thereunder and, to the best of the Company’s 's knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s 's knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed. The Company is not a party to, and none of the Company’s property or assets are bound by, any agreement or instrument other than those (i) filed as exhibits to the Registration Statement, (ii) referred to in Section 2.10 of this Agreement, or incorporated by reference(iii) entered into with venders and service providers in connections with the Offering. Each such agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and described in clauses (i) that is referred to or incorporated by reference in and (iii) of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, immediately preceding sentence has been duly authorized and validly authorized, executed and delivered by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (xi) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (yii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (ziii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s knowledge, performance Performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement Statement, or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company or its Subsidiary (as defined below) is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s or its Subsidiary’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company or its Subsidiary, and none of the Company, and neither the Company its Subsidiary nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or its Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, ordinance, judgment, order or decree of any governmental agency or regulatory agency, body, authority or court, domestic or foreign, having jurisdiction over the Company or its Subsidiary or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations. The Company owns or controls, directly or indirectly, only Save Foods, Ltd. (the “Subsidiary”) and has no other interest, nominal or beneficial, direct or indirect, in any other corporation, joint venture or other business entity.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, SEC Reports and the Prospectus and any Permitted Free Writing Prospectus Supplement conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, SEC Reports and the Prospectus and any Permitted Free Writing Prospectus Supplement or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred filed as an exhibit to or incorporated by reference in the Registration Statement, SEC Reports and the Prospectus and any Permitted Free Writing ProspectusSupplement, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change (as defined below). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Regulations to be described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred filed as an exhibit to or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except as would not reasonably be expected to have a Material Adverse Effect. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except as would not reasonably be expected to have a Material Adverse Effect.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, SEC Reports and the Prospectus and any Permitted Free Writing Prospectus Supplement conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, SEC Reports and the Prospectus and any Permitted Free Writing Prospectus Supplement or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred filed as an exhibit to or incorporated by reference in the Registration Statement, SEC Reports and the Prospectus and any Permitted Free Writing ProspectusSupplement, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein therein, and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s 's knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s 's knowledge, any other party is in default thereunder and, to the best of the Company’s 's knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change. To the best of the Company’s 's knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change (as defined below). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except where such assignment or default would not constitute a Material Adverse Change (as defined herein). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any such violation that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default which would not reasonably be expected to result in a Material Adverse Change (as defined below). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Statutory Prospectus and any Permitted Free Writing or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it its property or business is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, Statutory Prospectus or the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company or any Subsidiary (as defined in Section 2.8 below) is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) that is material to the Company’s business, has been duly authorized and validly executed by the Company, Company or the relevant Subsidiary is in full force and effect in all material respects and is enforceable against the Company or such Subsidiary and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (xw) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (yx) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities lawslaws or other applicable law, and (zy) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (z) as such enforceability may be limited by the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. None of such agreements or instruments has been assigned by the CompanyCompany or the relevant Subsidiary, as applicable, and neither the Company nornor such Subsidiary or, to the best of the Company’s knowledge, any other party thereto is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To thereunder except for any such default that would not have a material adverse effect on the best business, properties, operations, condition (financial or otherwise) or results of operations of the Company’s knowledgeCompany taken as a whole, performance or in its ability to perform its obligations under this Agreement (a “Material Adverse Effect”). Performance by the Company or the relevant Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or such Subsidiary or any of its the Company’s or such Subsidiary’s assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for a violation which would not reasonably be expected to have a Material Adverse Effect.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company or any of its direct or indirect “significant subsidiaries” (as defined under Rule 405 under the Securities Act), including each entity disclosed or described in the Registration Statement, the Disclosure Package or the Prospectus as being a “significant subsidiary” of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”) is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, or (ii) is material to the Company’s businessbusiness of the Company or any Subsidiary, has been duly authorized and validly executed by the CompanyCompany or any Subsidiary, is in full force and effect in all material respects and is enforceable against the Company or any Subsidiary, and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyCompany or any Subsidiary, and neither the Company Company, any Subsidiary nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company or any Subsidiary of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or regulatory agency, body or court, domestic or foreign, having jurisdiction over the Company Company, any Subsidiary or any of its their respective assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed. The Company is not a party to, and none of the Company’s property or assets are bound by, any agreement or instrument other than those (i) filed as exhibits to the Registration Statement, (ii) referred to in Section 2.10 of this Agreement, or incorporated by reference(iii) entered into with venders and service providers in connections with the Offering. Each such agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and described in clauses (i) that is referred to or incorporated by reference in and (iii) of the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or (ii) is material to the Company’s business, immediately preceding sentence has been duly authorized and validly authorized, executed and delivered by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (xi) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (yii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (ziii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in breach or default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s knowledge, performance Performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.. Maxim Group LLC _____________, 2005

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus SEC Filings conform in all material respects to the descriptions thereof contained or incorporated by reference therein therein, and there are no agreements or other documents required by the Act, Securities Act to be described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing ProspectusSEC Filings, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company Buyer is a party or by which it is or may be bound or affected and (ia) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing ProspectusSEC Filings, or (iib) is material to the CompanyBuyer’s business, has been duly authorized and validly executed by the CompanyBuyer, is in full force and effect in all material respects and is enforceable against the Company Buyer and, to the CompanyBuyer’s knowledge, the other parties thereto, in accordance with its terms, except (xi) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (yii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (ziii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the CompanyBuyer, and neither the Company Buyer nor, to the best of the CompanyBuyer’s knowledge, any other party is in default thereunder and, to the best of the CompanyBuyer’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the CompanyBuyer’s knowledge, performance by the Company Buyer of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company Buyer or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.. New Age Beverages Corporation 2400 00xx Xxxxxx Xxxxxx, XX 00000

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained therein or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, constitutes the legal, valid and binding obligation of the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and except for any unenforceability that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change (as defined in Section 2.5.1 below). None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in material default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunderthereunder except for such defaults that would not reasonably be expected to result in a Material Adverse Change. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or regulatory agency, authority, body, entity or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, that individually or in the aggregate, would reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for a default or event which would not reasonably be expected to result in a Material Adverse Change (as such term is defined in Section 2.5.1 below). To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Pricing Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected to result in a Material Adverse Change. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change.

Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing the Prospectus conform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other documents required by the Act, to be described in the Registration Statement, the Sale Preliminary Prospectus and any Permitted Free Writing or the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, that have not been so described or filed or incorporated by referencefiled. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it its property or business is or may be bound or affected and and: (i) that is referred to or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, or attached as an exhibit thereto or (ii) is material to the Company’s 's business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s 's knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None , and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s 's knowledge, any other party is in breach or default thereunder and, to the best of the Company’s 's knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a breach or default thereunder. To the best of the Company’s knowledge, The performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”)businesses, including, without limitation, those relating to environmental laws and regulations.