Common use of No Conflicts or Violations Clause in Contracts

No Conflicts or Violations. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities) will not (i) result in a violation of the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) or the Bylaws or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiary is a party, or to the knowledge of the Company, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or its Subsidiary) or by which any property or asset of the Company or its Subsidiary is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiary is in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (z) any judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except which, in the case of clauses (y) or (z), would not be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.

No Conflicts or Violations. (i) The issue and sale of the Shares, the execution, delivery and performance of this Agreement and the Transaction Documents RRA by the Company and Company, the consummation by the Company of the transactions contemplated hereby by this Agreement and thereby (includingthe RRA, without limitation, and the reservation for issuance and issuance application of the Securities) proceeds from the sale of the Shares as described under “Use of Proceeds” in the Draft Preliminary Prospectus will not (iA) conflict with or result in a breach or violation of the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) terms or provisions of, impose any lien, charge or other encumbrance upon any property or assets of the Bylaws Company or (ii) conflict withany of the Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (B) result in any violation of the provisions of the certificate of incorporation, constitution, memorandum and articles of association (or an similar organizational documents) of the Company or any of the Subsidiaries, or (C) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, except, with respect to clauses (A) and (C), conflicts, violations, encumbrances or defaults that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Neither the Company nor any of the Subsidiaries is (A) in violation of its certificate of incorporation, constitution, memorandum or articles of association (or similar organizational documents), (B) in default, and no event that has occurred that, with notice or lapse of time or both both, would become constitute such a default) under, in the due performance or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiary is a party, or to the knowledge of the Company, result in a violation observance of any lawterm, rulecovenant, regulation, order, judgment condition or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or its Subsidiary) or by which any property or asset of the Company or its Subsidiary is bound or affected, except other obligation contained in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiary is in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenture, contract, lease, mortgage, deed of trust, note loan agreement, loan agreement license or other agreement, obligation, condition, covenant agreement or instrument to which it is a party or by which it is bound or to which any of its property properties or assets is subject, or (zC) any judgment, order or decree in violation of any courtstatute or any order, regulatory body, administrative agency, rule or regulation of any court or governmental body, arbitrator agency or other authority body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the Company or any ownership of its propertiesproperty or to the conduct of its business, except which, in the case of clauses (yB) or and (zC), to the extent any such conflict, breach, violation or default would not not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.

No Conflicts or Violations. The execution, Neither the execution and delivery of -------------------------- this Agreement and performance of the Transaction Documents by the Company and Agreements nor the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities) will not (i) conflict with or result in a any violation of or constitute a default under any agreement, mortgage, bond, indenture, franchise or other instrument or obligation to which Cypress is a party or by which it is bound, where such conflict, violation or default would have a material adverse effect upon the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) Transferred Assets or the Bylaws or FPGA Technology, (ii) conflict with, violate or result in any breach of the material terms, conditions or provisions of the certificate of incorporation or bylaws of Cypress, (iii) result in the creation of any lien or other encumbrance upon any Transferred Asset or the FPGA Technology pursuant to the terms of any such mortgage, bond, indenture, franchise or other instrument or obligation, (iv) violate any judgment, order, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, either Cypress or upon any of the Transferred Assets or the FPGA Technology, (v) constitute a violation by Cypress of any law or regulation of any jurisdiction in which Cypress conducts its business, where such violation would have a material adverse effect upon the Transferred Assets or the FPGA Technology, or (vi) result in the breach of any of the terms or conditions of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others otherwise cause any rights of termination, amendment, acceleration or cancellation impairment of, any agreement, indenture permit or instrument to which the Company or its Subsidiary is a party, or to the knowledge of the Company, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or its Subsidiary) or by which any property or asset of the Company or its Subsidiary is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiary is in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement license or other agreementgovernmental authorization held by Cypress, obligationwhere such breach, condition, covenant default or instrument to which it is a party or bound or to which its property is subject, or (z) any judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except which, in the case of clauses (y) or (z), impairment would not be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under material adverse effect upon the Securities Act Transferred Assets or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement DateFPGA Technology.

No Conflicts or Violations. The executionExcept as disclosed in Section 3.5 of the Company Disclosure Schedules, the execution and delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities) at the Closing will not (i) result in a violation of the Certificate Articles of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) or the Bylaws or By-laws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company or any of its Subsidiary subsidiaries is a party, ; or to (ii) assuming the knowledge accuracy of each of the Companyrepresentations and warranties set forth in ARTICLE II of this Agreement, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market Market) applicable to the Company or any of its Subsidiary) subsidiaries or by which any property or asset of the Company or any of its Subsidiary Subsidiaries is bound or affected. Except as disclosed in Section 3.5 of the Company Disclosure Schedules, neither the Company nor any of its subsidiaries is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except where such violations or defaults would not result, either individually or in the case of conflictsaggregate, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither The business of the Company nor and its Subsidiary subsidiaries is not being conducted, and will not be conducted, in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement ordinance or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (z) any judgment, order or decree regulation of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its propertiesGovernmental Authority, except whichwhere such violations would not result, either individually or in the aggregate, in the case of clauses (y) or (z), would not be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement The Company and as required under its subsidiaries are unaware of any facts or circumstances that might give rise to any of the Securities foregoing. Neither the Company nor any of its officers or directors have violated Section 9(a) of the Exchange Act or any rules promulgated thereunder or analogous provisions of any applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement DateBlue Sky laws.

No Conflicts or Violations. The executionNO CONSENTS OR APPROVALS REQUIRED. Except as set forth as Schedule 2.04, the execution and delivery by each of Parent, Seller and performance of the Transaction Documents by the Company of this Agreement does not, the execution and delivery by each of Parent, Seller and the Company of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation by the Company of the Acquisition and the other transactions contemplated hereby by this Agreement and thereby (includingthe Ancillary Agreements, without limitation, the reservation for issuance and issuance of the Securities) will not (i) result in a violation of the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) or the Bylaws or (ii) conflict with, or result in any breach of or constitute a violation, default (or an event that with notice of default under, or lapse of time or both would become a defaultrequire Consent (as defined below) under, or give rise to others any rights a right of terminationacceleration, amendment, acceleration termination or cancellation ofunder or increased, additional, accelerated or guaranteed rights or entitlements of any agreement, indenture person under or instrument to which result in the Company or its Subsidiary is a party, or to the knowledge creation of any Lien (as defined in Section 2.08) upon any of the Company, result in a violation of Shares or any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company properties or its Subsidiary) or by which any property or asset assets of the Company or its Subsidiary is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations subsidiaries under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiary is in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (yi) the terms Certificates of Incorporation, By-laws, or similar governing documents of Parent, Seller or the Company or any indentureof its subsidiaries, contractrespectively, lease(ii) any Contract, mortgagenote, deed of trust, note agreement, loan agreement instrument or other agreement, obligation, condition, covenant or instrument financing obligation to which it any of Parent, Seller or the Company is a party or by which any of its properties or assets are bound or to which its property is subject, or (ziii) any judgment, order or decree of ("JUDGMENT") or statute, law, ordinance, rule or regulation promulgated by any courtGovernmental Entity ("APPLICABLE LAW") applicable to Parent, regulatory body, administrative agency, governmental body, arbitrator Seller or other authority having jurisdiction over the Company or any of its propertiestheir respective properties or assets, except whichother than, in the case of clauses (yii) and (iii) above, any such items that would not, individually or (z)in the aggregate, would not reasonably be reasonably expected to have a Company Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under Effect or otherwise materially adversely affect Parent's or Seller's ability to consummate the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereoftransactions hereby. Except as set forth elsewhere in this Agreementon Schedule 2.04, all consentsno consent, Authorizationsapproval or authorization ("CONSENT") of, ordersor registration, filings and registrations that the Company declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumental ity or regulatory body (a "GOVERNMENTAL ENTITY") is required to obtain pursuant to the preceding sentence shall be obtained or effected on made in connection with the execution, delivery and performance of this Agreement or prior the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (B) compliance with and filings and notifications under applicable Environmental Laws (as defined in Section 2.16(b)), (C) the Required Shareholder Approval and (D) those the failure of which to the Commencement Dateobtain or make would not reasonably be expected to have a Company Material Adverse Effect.

No Conflicts or Violations. (i) The issue and sale of the Shares, the execution, delivery and performance of the Transaction Documents Agreements by the Company and Company, the consummation by the Company of the transactions contemplated hereby by the Transaction Agreements, and thereby (including, without limitation, the reservation for issuance and issuance application of the Securities) proceeds from the sale of the Shares as described under “Use of Proceeds” in the Draft Preliminary Prospectus will not (iA) conflict with or result in a breach or violation of the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) terms or provisions of, impose any lien, charge or other encumbrance upon any property or assets of the Bylaws Company or (ii) conflict withany of the Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (B) result in any violation of the provisions of the certificate of incorporation, constitution, memorandum and articles of association (or an similar organizational documents) of the Company or any of the Subsidiaries, or (C) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, except, with respect to clauses (A) and (C), conflicts, violations, encumbrances or defaults that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Neither the Company nor any of the Subsidiaries is (A) in violation of its certificate of incorporation, constitution, memorandum or articles of association (or similar organizational documents), (B) in default, and no event that has occurred that, with notice or lapse of time or both both, would become constitute such a default) under, in the due performance or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiary is a party, or to the knowledge of the Company, result in a violation observance of any lawterm, rulecovenant, regulation, order, judgment condition or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or its Subsidiary) or by which any property or asset of the Company or its Subsidiary is bound or affected, except other obligation contained in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiary is in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenture, contract, lease, mortgage, deed of trust, note loan agreement, loan agreement license or other agreement, obligation, condition, covenant agreement or instrument to which it is a party or by which it is bound or to which any of its property properties or assets is subject, or (zC) any judgment, order or decree in violation of any courtstatute or any order, regulatory body, administrative agency, rule or regulation of any court or governmental body, arbitrator agency or other authority body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the Company or any ownership of its propertiesproperty or to the conduct of its business, except which, in the case of clauses (yB) or and (zC), to the extent any such conflict, breach, violation or default would not not, in the aggregate, reasonably be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.

No Conflicts or Violations. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the SecuritiesPurchase Shares and the Commitment Shares) will not (i) result in a violation of the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) or the Bylaws or (ii) conflict with, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiary Subsidiaries is a party, or to the knowledge of the Company, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its SubsidiarySubsidiaries) or by which any property or asset of the Company or any of its Subsidiary Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its any Subsidiary is in violation or default of or under (xi) any provision of the Certificate of Incorporation or Bylaws or under its respective certificate or articles of incorporation, any certificate of designation, preferences and rights of any outstanding series of preferred stock, organizational charter or bylaws, respectively, (yii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (ziii) any judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except which, in the case of clauses (yii) or (ziii), would not be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.

No Conflicts or Violations. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the SecuritiesPurchase Shares) will not (i) result in a violation of the Certificate of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) or the Bylaws or (ii) conflict with, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiary Subsidiaries is a party, or to the knowledge of the Company, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its SubsidiarySubsidiaries) or by which any property or asset of the Company or any of its Subsidiary Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither Except as disclosed in the SEC Documents, neither the Company nor its any Subsidiary is in violation or default of or under (xi) any provision of the Certificate of Incorporation or Bylaws or under its respective certificate or articles of incorporation, any certificate of designation, preferences and rights of any outstanding series of preferred stock, organizational charter or bylaws, respectively, (yii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (ziii) any judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, except which, in the case of clauses (yii) or (ziii), would not be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.

No Conflicts or Violations. The None of (i) the offering, issuance and sale by the Partnership of the Units, the issuance and sale by the Partnership of the EEP Units or the issuance by the Partnership of the Sponsor Units (including the related partnership interests), (ii) the execution, delivery and performance of this Agreement by the Transaction Enterprise Parties and each of the Operative Documents by the Company Enterprise Subsidiaries that are parties thereto and by EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, or (iii) the consummation by the Company Enterprise Subsidiaries and by EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the SecuritiesA) conflicts or will not (i) result in conflict with or constitutes or will constitute a violation of the Certificate certificate of Incorporation (including any Certificate limited partnership or agreement of Designationslimited partnership, Preferences and Rights certificate of formation or limited liability company agreement, certificate or articles of incorporation or bylaws or other organizational documents of any outstanding series of preferred stock of the CompanyEnterprise Subsidiaries or of EPCO, DD LLC, DFI Inc., XXX Xxxxxxxx XX xxx XXX Xxxxxxxx XX, (X) conflicts or the Bylaws will conflict with or (ii) conflict withconstitutes or will constitute a breach or violation of, or constitute a default (or an event that that, with notice or lapse of time or both both, would become constitute such a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or its Subsidiary is a party, or to the knowledge of the Company, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or its Subsidiary) or by which any property or asset of the Company or its Subsidiary is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiary is in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenture, contract, lease, mortgage, deed of trust, note loan agreement, loan lease or other agreement or other agreement, obligation, condition, covenant or instrument known to such counsel to which it any of the Enterprise Entities or EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, is a party or bound by which any of them or to which its property is subjectany of their respective properties may be bound, or (zC) will result, to the knowledge of such counsel, in any violation of any statute, judgment, order order, decree, injunction, rule or decree regulation of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority governmental agency or body having jurisdiction over any of the Company Enterprise Entities or EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, or any of its their assets or properties, except whichor (D) results or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Enterprise Entities or EPCO, DD LLC, DFI Inc., DFI Holdings LP and DFI Holdings GP, which conflicts, breaches, violations, defaults or liens, in the case of clauses (yB), (C) or (zD), would not be reasonably expected to would, individually or in the aggregate, have a Material Adverse Effect. Except material adverse effect on the financial condition, business or results of operations of the Enterprise Entities, taken as specifically contemplated by a whole, or could materially impair the ability of any of the Enterprise Entities to perform their obligations under this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations any of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement DateOperative Documents.

No Conflicts or Violations. The executionExcept as disclosed in Section 3.5 of the Company Disclosure Schedules, the execution and delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities) at the Closing will not (i) result in a violation of the Certificate Articles of Incorporation (including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company) or the Bylaws or By-laws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture or instrument to which the Company or any of its Subsidiary subsidiaries is a party, ; or to (ii) assuming the knowledge accuracy of each of the Companyrepresentations and warranties set forth in ARTICLE II of this Agreement, result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market Market) applicable to the Company or any of its Subsidiary) subsidiaries or by which any property or asset of the Company or any of its Subsidiary Subsidiaries is bound or affected. Except as disclosed in Section 3.5 of the Company Disclosure Schedules, neither the Company nor any of its subsidiaries is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except where such violations or defaults would not result, either individually or in the case of conflictsaggregate, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect. Neither The business of the Company nor and its Subsidiary subsidiaries is not being conducted, and will not be conducted, in violation or default of or under (x) any provision of the Certificate of Incorporation or Bylaws (y) the terms of any indenturelaw, contract, lease, mortgage, deed of trust, note agreement, loan agreement ordinance or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (z) any judgment, order or decree regulation of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its propertiesGovernmental Authority, except whichwhere such violations would not result, either individually or in the aggregate, in the case of clauses (y) or (z), would not be reasonably expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement The Company and as required under its subsidiaries are unaware of any facts or circumstances that might give rise to any of the Securities foregoing. Neither the Issuer nor any of its officers or directors have violated Section 9(a) of the Exchange Act or any rules promulgated thereunder or analogous provisions of any applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, Authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement DateBlue Sky laws.