Common use of No Breach or Violation Clause in Contracts

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business or the Company Common Stock by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company is a party or by or to which the Company, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the Company, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business or the Company Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company is a party or by or to which the Company, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the Company, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Governmental Authorities and Persons identified hereinrecited in the exception to Section 3.5, the execution, delivery and performance by the Company of this Agreement and by the Shareholders of the Collateral Documents to which it is a partyDocuments, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company or the Majority Shareholder under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business Assets or the Company Common Stock Business by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company or the Majority Shareholder is a party or by or to which the Company, Company or the Majority Shareholder or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the Companysubject, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Governmental Authority or any statute, law, rule or regulation applicable to the Company or the Majority Shareholder or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validityCompany, binding effect or enforceability of this Agreement the Assets or the Collateral Documents Business or the ability of the Company or any of the Shareholders to perform its obligations under this Agreement or any of the Collateral DocumentsDocument.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company IPC Parties of this Agreement and the Collateral Documents to which it each is a party, party and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company any IPC Party under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business property of IPC or the Company Common Stock Merger Sub by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the CompanyIPC Party, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company any IPC Party is a party or by or to which the Company, any IPC Party or the Assets their property may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyCompany taken as a whole, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company any IPC Party or (iv) any Permit of the CompanyIPC or Merger Sub, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company IPC or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company any IPC Party to perform its obligations under this Agreement hereunder or any of the Collateral Documentsthereunder.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company TRET of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company TRET under, or result in the creation or imposition of any Encumbrance upon the CompanyTRET, the Company TRET Assets, the Company TRET Business or the Company TRET Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company TRET or any Subsidiary of the CompanyTRET, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company TRET is a party or by or to which the CompanyTRET, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyTRET, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company TRET or (iv) any Permit of the CompanyTRET, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company TRET or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company TRET to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Governmental Authorities and Persons identified hereinrecited in the exception to Section 3.4, the execution, delivery and performance by the Company each of Seller and Shareholders of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company Seller or Shareholders under, or result in the creation or imposition of any Encumbrance upon the CompanySeller, the Company Assets, the Company Business Assets or the Company Common Stock Business by reason of the terms of (i) the articles certificate of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the CompanySeller, (ii) any material contract, agreement, lease, indenture or other instrument to which Seller or any of the Company Shareholders is a party or by or to which Seller or any of the Company, Shareholders or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the Companysubject, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Governmental Authority or any statute, law, rule or regulation applicable to Seller or any of the Company Shareholders or (iv) any Permit of the CompanySeller, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement Assets or the Collateral Documents Business or the ability of Seller or any of the Company Shareholders to perform its obligations under this Agreement or any of the Collateral DocumentsDocument.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company Spectre Parties of this Agreement and the Collateral Documents to which it each is a party, party and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company any Spectre Party under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business property of Spectre or the Company Common Stock Merger Sub by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the CompanySpectre Party, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company any Spectre Party is a party or by or to which the Company, any Spectre Party or the Assets their property may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyCompany taken as a whole, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company any Spectre Party or (iv) any Permit of the CompanySpectre or Merger Sub, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company Spectre or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company any Spectre Party to perform its obligations under this Agreement hereunder or any of the Collateral Documentsthereunder.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not 10 /s/ HA and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business or the Company Common Stock by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company is a party or by or to which the Company, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the Company, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company CHYU Parties of this Agreement and the Collateral Documents to which it each is a party, party and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company any CHYU Party under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business property of CHYU or the Company Common Stock Merger Sub by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the CompanyCHYU Party, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company any CHYU Party is a party or by or to which the Company, any CHYU Party or the Assets their property may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyCHYU taken as a whole, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company any CHYU Party or (iv) any Permit of the CompanyCHYU or Merger Sub, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company CHYU or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company any CHYU Party to perform its obligations under this Agreement hereunder or any of the Collateral Documentsthereunder.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company REPO of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company REPO under, or result in the creation or imposition of any Encumbrance upon the CompanyREPO, the Company REPO Assets, the Company REPO Business or the Company REPO Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company REPO or any Subsidiary of the CompanyREPO, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company REPO is a party or by or to which the CompanyREPO, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyREPO, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company REPO or (iv) any Permit of the CompanyREPO, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company REPO or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company REPO to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Governmental Authorities and Persons identified hereinrecited in the exception to Section 3.5, the execution, delivery and performance by the Company Sellers of this Agreement and by the Majority Shareholder and the Company Employees of the Collateral Documents to which it is a partyDocuments, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the any Seller or any Company Employee under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business Assets or the Company Common Stock Business by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which any Seller or any of the Company Employees is a party or by or to which the Company, any Seller or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the Companysubject, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Governmental Authority or any statute, law, rule or regulation applicable to any Seller or any of the Company Employees or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement Assets or the Collateral Documents Business or the ability of any Seller or any of the Company Employees to perform his or its obligations under this Agreement or any of the Collateral DocumentsDocument.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company SSDT of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company SSDT under, or result in the creation or imposition of any Encumbrance upon the CompanySSDT, the Company SSDT Assets, the Company SSDT Business or the Company SSDT Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company SSDT or any Subsidiary of the CompanySSDT, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company SSDT is a party or by or to which the CompanySSDT, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanySSDT, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company SSDT or (iv) any Permit of the CompanySSDT, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company SSDT or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company SSDT to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company TGGI of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company TGGI under, or result in the creation or imposition of any Encumbrance upon the CompanyTGGI, the Company AssetsTGGI assets, the Company TGGI Business or the Company TGGI Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company TGGI or any Subsidiary of the CompanyTGGI, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company TGGI is a party or by or to which the CompanyTGGI, or the Assets assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyTGGI, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company TGGI or (iv) any Permit of the CompanyTGGI, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company TGGI or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company TGGI to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company GRPS of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company GRPS under, or result in the creation or imposition of any Encumbrance upon the CompanyGRPS, the Company AssetsGRPS assets, the Company GRPS Business or the Company GRPS Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company GRPS or any Subsidiary of the CompanyGRPS, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company GRPS is a party or by or to which the CompanyGRPS, or the Assets assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyGRPS, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company GRPS or (iv) any Permit of the CompanyGRPS, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company GRPS or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company GRPS to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company AGSS of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company AGSS under, or result in the creation or imposition of any Encumbrance upon the CompanyAGSS, the Company AssetsAGSS assets, the Company AGSS Business or the Company AGSS Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company AGSS or any Subsidiary of the CompanyAGSS, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company AGSS is a party or by or to which the CompanyAGSS, or the Assets assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyAGSS, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company AGSS or (iv) any Permit of the CompanyAGSS, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company AGSS or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company AGSS to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company MISM of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company MISM under, or result in the creation or imposition of any Encumbrance upon the CompanyMISM, the Company MISM Assets, the Company MISM Business or the Company MISM Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company MISM or any Subsidiary of the CompanyMISM, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company MISM is a party or by or to which the CompanyMISM, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyMISM, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company MISM or (iv) any Permit of the CompanyMISM, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company MISM or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company MISM to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Governmental Authorities and Persons identified hereinin Section 6.4 of the Company Disclosure Statement, the execution, delivery and performance by the Company of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company under, or result in the creation or imposition of any Encumbrance encumbrance upon the Company, the Company Assets, the Company Business Assets or the Company Common Stock by reason of the terms of (i) the articles of incorporation, by-laws bylaws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contractMaterial Company Contract, or any other agreement, lease, indenture or other instrument to which the Company is a party or by or to which the Company, Company or the Assets its property may be bound or subject and a violation of which would result in a Material Adverse Effect on the Company, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company Seller Parties of this Agreement and the Collateral Documents to which it each is a party, party and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of any the Company Seller Party under, or result in the creation or imposition of any Encumbrance upon the Company, property of any the Company Assets, the Company Business or the Company Common Stock Seller Party by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of any the Company or any Subsidiary of the CompanySeller Party, (ii) any material contract, agreement, lease, indenture or other instrument to which any the Company Seller Party is a party or by or to which any the Company, Seller Party or the Assets its property may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanySeller taken as a whole, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to any the Company Seller Party or (iv) any Permit of the CompanySeller or subsidiary, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company Seller or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of any the Company Seller Party to perform its obligations under this Agreement hereunder or any of the Collateral Documentsthere under.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company INOL of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company INOL under, or result in the creation or imposition of any Encumbrance upon the CompanyINOL, the Company INOL Assets, the Company INOL Business or the Company INOL Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company INOL or any Subsidiary of the CompanyINOL, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company INOL is a party or by or to which the CompanyINOL, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyINOL, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company INOL or (iv) any Permit of the CompanyINOL, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company INOL or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company INOL to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Governmental Authorities and Persons identified hereinin Section 4.4 of the Company Disclosure Statement, the execution, delivery and performance by the Company and each Company Shareholder of this Agreement and the Collateral Documents to which it is or they are a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company or any Company Shareholder under, or result in the creation or imposition of any Encumbrance encumbrance upon the Company, the Company Assets, the Company Business Assets or the Company Common Stock by reason of the terms of (i) the articles of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company or any Company Shareholder is a party or by or to which the Company, Company or the Assets any Company Shareholder or its property may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyCompany (a "Material Company Contract"), (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company or any Company Shareholder or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company or any Company Shareholder to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company NECO of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company NECO under, or result in the creation or imposition of any Encumbrance upon the CompanyNECO, the Company NECO Assets, the Company NECO Business or the Company NECO Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company NECO or any Subsidiary of the CompanyNECO, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company NECO is a party or by or to which the CompanyNECO, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyNECO, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company NECO or (iv) any Permit of the CompanyNECO, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company NECO or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company NECO to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified hereinand/or Persons, the execution, delivery and performance by the Company Globe Parties of this Agreement and the Collateral Documents to which it each is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company any Globe Party under, or result in the creation or imposition of any Encumbrance upon the Company, property of the Company Assets, the Company Business Globe or the Company Common Stock Merger Sub by reason of the terms of (i) the articles of incorporation, certificate of incorporation, by-laws or other charter or organizational document of the Company or any Subsidiary of the CompanyGlobe Party, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company any Globe Party is a party or by or to which the Company, any Globe Party or the Assets its property may be bound or subject and (a violation of which would result in a "Material Adverse Effect on the CompanyGlobe Contract"), (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company any Globe Party or (iv) any Permit of the CompanyGlobe or Merger Sub, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company Globe or Merger Sub or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company any Globe Party to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, ---------------------- authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Governmental Authorities and Persons identified hereinin the exceptions to Section 3.5, the execution, delivery and performance by the Company of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company under, or result in the creation or imposition of any Encumbrance upon the Company, the Company Assets, the Company Business or the Company Common Capital Stock by reason of the terms of (i) the articles of incorporation, by-by- laws or other charter or organizational document of the Company or any Subsidiary of the Company, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company is a party or by or to which the Company, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanyCompany (a "Material Company Contract"), (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company or (iv) any Permit of the Company, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company to perform its obligations under this Agreement or any of the Collateral Documents.

No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by the Company SSHT of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Company SSHT under, or result in the creation or imposition of any Encumbrance upon the CompanySSHT, the Company AssetsSSHT assets, the Company SSHT Business or the Company SSHT Common Stock by reason of the terms of (i) the articles of incorporation, by-by laws or other charter or organizational document of the Company SSHT or any Subsidiary of the CompanySSHT, (ii) any material contract, agreement, lease, indenture or other instrument to which the Company SSHT is a party or by or to which the CompanySSHT, or the Assets assets may be bound or subject and a violation of which would result in a Material Adverse Effect on the CompanySSHT, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Company SSHT or (iv) any Permit of the CompanySSHT, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on the Company SSHT or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Company SSHT to perform its obligations under this Agreement or any of the Collateral Documents.