Common use of No Conflict or Default; Enforceability; Corporate Records; Compliance with Law Clause in Contracts

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of Navidec or Merger Corp., nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec or Merger Corp. is a party or by which Navidec, Merger Corp. or any of its or their assets or properties is or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or imposition or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec or Merger Corp., nor give to others any interest or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec or Merger Corp. This Agreement and all other agreements and documents delivered by Navidec and Merger Corp. in connection herewith have been duly executed and delivered by Navidec and Merger Corp. and constitute the binding obligations of Navidec and Merger Corp. enforceable in accordance with their respective terms. Navidec and Merger Corp. have permitted, or will permit, BPZ to examine their respective corporate minute and stock records books. The corporate minute books contain the articles of incorporation, by-laws and other charter documents of Navidec and Merger Corp. as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. and accurately reflect all transactions referred to therein. To their knowledge, neither Navidec nor Merger Corp. are in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their knowledge, there have been no allegations of or inquiries concerning any material violations of Law by Navidec or Merger Corp. within the past three years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of Navidec or Merger Corp.BPZ, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec or Merger Corp. BPZ is a party or by which Navidec, Merger Corp. BPZ or any of its or their respective assets or properties is are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or of imposition or of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec or Merger Corp.BPZ, nor give to others any interest or of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec or Merger Corp. BPZ. This Agreement and all each other agreements agreement and documents document delivered by Navidec and Merger Corp. BPZ in connection herewith have been duly executed and delivered by Navidec and Merger Corp. and constitute the binding obligations of Navidec and Merger Corp. BPZ enforceable in accordance with their respective terms. Navidec and Merger Corp. have BPZ has permitted, or will permit, BPZ Navidec to examine their respective the corporate minute and stock records booksbooks of BPZ. The corporate minute books contain the articles of incorporation, incorporation and by-laws and other charter documents of Navidec and Merger Corp. BPZ as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. the BPZ Shareholders and accurately reflect all transactions referred to therein. To their knowledge, neither Navidec nor Merger Corp. are BPZ is not in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("applicable Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their knowledge, there There have been no allegations of or inquiries concerning any material violations of Law law by Navidec or Merger Corp. BPZ within the past three years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of Navidec Bond or Merger Corp.BPZ, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec Bond or Merger Corp. BPZ is a party or by which Navidec, Merger Corp. Bond or BPZ or any of its or their respective assets or properties is are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or of imposition or of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec Bond or Merger Corp.BPZ, nor give to others any interest or of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec Bond or Merger Corp. BPZ. This Agreement and all each other agreements agreement and documents document delivered by Navidec Bond and Merger Corp. BPZ in connection herewith have been duly executed and delivered by Navidec and Merger Corp. and constitute the binding obligations of Navidec Bond and Merger Corp. BPZ enforceable in accordance with their respective terms. Navidec Bond and Merger Corp. BPZ have permitted, or will permit, BPZ Navidec to examine their respective the corporate minute and stock records booksbooks of BPZ. The corporate minute books contain the articles of incorporation, incorporation and by-laws and other charter documents of Navidec and Merger Corp. BPZ as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. BPZ and accurately reflect all transactions referred to therein. To their its knowledge, neither Navidec nor Merger Corp. are BPZ is not in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("applicable Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their its knowledge, there have been no allegations of or inquiries concerning any material violations of Law by Navidec or Merger Corp. BPZ within the past three years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither (a) Except as set forth on Schedule 3.7(a), neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles Certificate of incorporation, byIncorporation or By-laws or other charter documents of Navidec or Merger Corp.Next, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec or Merger Corp. Next is a party or by which Navidec, Merger Corp. it or any of its or their respective assets or properties is are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or of imposition or of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec or Merger Corp.Next, nor give to others any interest or of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec or Merger Corp. Next. (b) This Agreement and all each other agreements agreement and documents document delivered by Navidec and Merger Corp. Next in connection herewith have been duly are, or when executed by Next will be, valid and delivered by Navidec and Merger Corp. and constitute the binding obligations of Navidec and Merger Corp. Next, enforceable in accordance with their respective terms. Navidec and Merger Corp. have permitted, or will permit, BPZ Next has permitted Sporting Magic to examine their respective Next's corporate minute and stock records books. The corporate minute books contain the articles Certificate of incorporationIncorporation, byBy-laws and other charter documents of Navidec and Merger Corp. Next as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. Next and accurately reflect all transactions referred to therein. To their knowledge, neither Navidec nor Merger Corp. are . (c) Next is not in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their knowledge, there There have been no allegations of or inquiries concerning any material violations of Law by Navidec or Merger Corp. Next within the past three years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither Except as set forth on Schedule 2.2(h), neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles Articles of incorporation, byIncorporation or By-laws or other charter documents of Navidec or Merger Corp.Mortgage Store, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec or Merger Corp. Mortgage Store is a party or by which Navidec, Merger Corp. it or any of its or their respective assets or properties is are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or of imposition or of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec or Merger Corp.Mortgage Store, nor give to others any interest or of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec or Merger Corp. Mortgage Store. This Agreement and all each other agreements agreement and documents document delivered by Navidec and Merger Corp. Mortgage Store in connection herewith have been duly executed and delivered by Navidec and Merger Corp. Mortgage Store and constitute the binding obligations of Navidec and Merger Corp. Mortgage Store enforceable in accordance with their respective terms. Navidec and Merger Corp. have permitted, or will permit, BPZ Mortgage Store has permitted Little Creek to examine their respective Mortgage Store's corporate minute and stock records books. The corporate minute books contain the articles Articles of incorporationIncorporation, byBy-laws and other charter documents of Navidec and Merger Corp. Mortgage Store as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. Mortgage Store and accurately reflect all transactions referred to therein. To their knowledgeExcept as set forth on Schedule 2.2(h), neither Navidec nor Merger Corp. are Mortgage Store is not in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their knowledge, there There have been no allegations of or inquiries concerning any material violations of Law by Navidec or Merger Corp. Mortgage Store within the past three five years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of Navidec Lider or Merger Corp.Livermore, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec Lider or Merger Corp. Livermore is a party or by which Navidec, Merger Corp. Lider or Livermore or any of its or their respective assets or properties is are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or of imposition or of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec Lider or Merger Corp.Livermore, nor give to others any interest or of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec Lider or Merger Corp. Livermore. This Agreement and all each other agreements agreement and documents document delivered by Navidec and Merger Corp. Lider in connection herewith have been duly executed and delivered by Navidec and Merger Corp. and constitute the binding obligations of Navidec Lider and Merger Corp. Livermore enforceable in accordance with their respective terms. Navidec Lider and Merger Corp. Livermore have permitted, or will permit, BPZ Navidec to examine their respective the corporate minute and stock records booksbooks of Livermore. The corporate minute books contain the articles of incorporation, incorporation and by-laws and other charter documents of Navidec and Merger Corp. Livermore as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. Livermore and accurately reflect all transactions referred to therein. To their its knowledge, neither Navidec nor Merger Corp. are Livermore is not in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("applicable Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their its knowledge, there have been no allegations of or inquiries concerning any material violations of Law by Navidec or Merger Corp. Livermore within the past three years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles of incorporation, by-laws or other charter documents of Navidec Navidec, Merger Corp. I or Merger Corp.Corp. II, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec Navidec, Merger Corp. I or Merger Corp. II is a party or by which Navidec, Merger Corp. I or Merger Corp. II or any of its or their assets or properties is or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or imposition or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec Navidec, Merger Corp. I or Merger Corp.Corp. II, nor give to others any interest or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec Navidec, Merger Corp. I or Merger Corp. II This Agreement and all other agreements and documents delivered by Navidec Navidec, Merger Corp. I and Merger Corp. II in connection herewith have been duly executed and delivered by Navidec Navidec, Merger Corp. I and Merger Corp. II and constitute the binding obligations of Navidec Navidec, Merger Corp. I and Merger Corp. II enforceable in accordance with their respective terms. Navidec Navidec, Merger Corp. I and Merger Corp. II have permitted, or will permit, BPZ Lider to examine their respective corporate minute and stock records books. The corporate minute books contain the articles of incorporation, by-laws and other charter documents of Navidec Navidec, Merger Corp. I and Merger Corp. II as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec Navidec, Merger Corp. I and Merger Corp. II and accurately reflect all transactions referred to therein. To their knowledge, neither Navidec Navidec, Merger Corp I nor Merger Corp. II are in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their knowledge, there have been no allegations of or inquiries concerning any material violations of Law by Navidec Navidec, Merger Corp. I or Merger Corp. II within the past three years.

No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Neither Except as set forth on Schedule 2.1(h), neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the articles Articles of incorporationIncorporation, byCertificate of Incorporation, By-laws or other charter documents of Navidec Unistone or Merger Corp.Jenson Xxxxxxes, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which Navidec Unistone or Merger Corp. Jenson Xxxxxxes is a party or by which Navidec, Merger Corp. any of them or any of its or their assets or properties is are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation or imposition or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of Navidec Unistone or Merger Corp.Jenson Xxxxxxes, nor give to others any interest or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of Navidec Unistone or Merger Corp. Jenson Xxxxxxes. This Agreement and all other agreements and documents delivered by Navidec and Merger Corp. Unistone or Jenson Xxxxxxes in connection herewith have been duly executed and delivered by Navidec Unistone and Merger Corp. Jenson Xxxxxxes and constitute the binding obligations of Navidec Unistone and Merger Corp. Jenson Xxxxxxes enforceable in accordance with their respective terms. Navidec and Merger Corp. have permitted, or will permit, BPZ Unistone has permitted Cash Systems to examine their respective Unistone's corporate minute and stock records books. The corporate minute books contain the articles Articles of incorporationIncorporation, byCertificate of Incorporation, By-laws and other charter documents of Navidec and Merger Corp. Unistone as in effect on the date hereof and hereof, contain a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of Navidec and Merger Corp. Unistone since the date of its incorporation and accurately reflect all transactions referred to therein. To their knowledge, neither Navidec nor Merger Corp. are Unistone is not in violation of any outstanding arbitration award, judgment, order or decree; or to their knowledge, in violation of any material statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. To their knowledge, there There have been no allegations of or inquiries concerning any material violations of Law by Navidec or Merger Corp. Unistone within the past three ten years.