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, Certificate of Incorporation, By- laws or other charter documents of SSGI, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which SSGI is a party or by which any of them or any of their assets or properties 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 SSGI, 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 SSGI. This Agreement and all other agreements and documents delivered by SSGI in connection herewith have been duly executed and delivered by SSGI and constitute the binding obligations of SSGI enforceable in accordance with their respective terms. SSGI has permitted SSI to examine SSGI's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of SSGI as in effect on the Execution Date, contain a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of SSGI since the date of its incorporation and accurately reflect all transactions referred to therein. SSGI is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any anti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by SSGI within the past ten 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, Certificate of Incorporation, By- By-laws or other charter documents of SSGIHighway One, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which SSGI Highway One is a party or by which any of them it or any of their its assets or properties 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 SSGIHighway One, 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 SSGIHighway One. This Agreement and all other agreements and documents delivered by SSGI Highway One in connection herewith have been duly executed and delivered by SSGI Highway One and constitute the binding obligations of SSGI Highway One enforceable in accordance with their respective terms. SSGI Highway One has permitted SSI Xxxxxxx Audio to examine SSGIHighway One's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of SSGI Highway One as in effect on the Execution Datedate hereof, contain a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of SSGI Highway One since the date of its incorporation and accurately reflect all transactions referred to therein. SSGI Highway One is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any anti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by SSGI within the past ten yearsHighway One since its inception.

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, Certificate of Incorporation, By- Incorporation or By-laws or other charter documents of SSGIXxxxxxx Audio, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which SSGI Xxxxxxx Audio is a party or by which any of them it or any of their its respective assets or properties 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 SSGIXxxxxxx Audio, 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 SSGIXxxxxxx Audio. This Agreement and all each other agreements agreement and documents document delivered by SSGI Xxxxxxx Audio in connection herewith have been duly executed and delivered by SSGI Xxxxxxx Audio and constitute the binding obligations of SSGI Xxxxxxx Audio enforceable in accordance with their respective terms. SSGI Xxxxxxx Audio has permitted SSI Highway One to examine SSGIXxxxxxx Audio's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of SSGI Xxxxxxx Audio as in effect on the Execution Date, contain date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of SSGI since the date of its incorporation Xxxxxxx Audio and accurately reflect all transactions referred to therein. SSGI Xxxxxxx Audio is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any anti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by SSGI Xxxxxxx Audio within the past ten 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 of Incorporation, Certificate of Incorporation, By- Incorporation or By-laws or other charter documents of SSGICash Systems, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which SSGI Cash Systems is a party or by which any of them it or any of their its respective assets or properties 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 SSGICash Systems, 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 SSGICash Systems. This Agreement and all each other agreements agreement and documents document delivered by SSGI Cash Systems in connection herewith have been duly executed and delivered by SSGI Cash Systems and constitute the binding obligations of SSGI Cash Systems enforceable in accordance with their respective terms. SSGI Cash Systems has permitted SSI Unistone to examine SSGICash Systems's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of SSGI Cash Systems as in effect on the Execution Date, contain date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of SSGI since the date of its incorporation Cash Systems and accurately reflect all transactions referred to therein. SSGI Except as set forth on Schedule 2.2(h), Cash Systems is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any anti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by SSGI Cash Systems within the past ten 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 of Incorporation, Certificate of Incorporation, By- Incorporation or By-laws or other charter documents of SSGIWSC, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which SSGI WSC is a party or by which any of them it or any of their its respective assets or properties 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 SSGIWSC, 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 SSGIWSC. This Agreement and all each other agreements agreement and documents document delivered by SSGI WSC in connection herewith have been duly executed and delivered by SSGI WSC and constitute the binding obligations of SSGI WSC enforceable in accordance with their respective terms. SSGI WSC has permitted SSI BLI to examine SSGIWSC's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of SSGI WSC as in effect on the Execution Date, contain date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of SSGI since the date of its incorporation WSC and accurately reflect all transactions referred to therein. SSGI Except as set forth on Schedule 2.2(h), WSC is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any anti-discriminationantidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by SSGI WSC within the past ten 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 articles of Incorporationincorporation, Certificate of Incorporation, By- by-laws or other charter documents of SSGILider or Livermore, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which SSGI Lider or Livermore is a party or by which any of them Lider or Livermore or any of their respective assets or properties 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 SSGILider or 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 SSGILider or Livermore. This Agreement and all each other agreements agreement and documents document delivered by SSGI Lider in connection herewith have been duly executed and delivered by SSGI and constitute the binding obligations of SSGI Lider and Livermore enforceable in accordance with their respective terms. SSGI has permitted SSI Lider and Livermore have permitted, or will permit, Navidec to examine SSGI's the corporate minute and stock records booksbooks of Livermore. The corporate minute books contain the Articles articles of Incorporation, Certificate of Incorporation, Byincorporation and by-laws and other charter documents of SSGI Livermore as in effect on the Execution Date, contain date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of SSGI since the date of its incorporation Livermore and accurately reflect all transactions referred to therein. SSGI To its knowledge, Livermore is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("applicable Law"), including, but not limited to, any anti-discriminationantidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There To its knowledge, there have been no allegations of or inquiries concerning any violations of Law by SSGI Livermore within the past ten three years.