Common use of No Existing Violation, Default, Etc Clause in Contracts

No Existing Violation, Default, Etc. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, neither the Company nor any of its Subsidiaries is in violation of (A) its Articles of Incorporation, By-Laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in each case, for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, the properties, assets and operations of the Company and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection and clean-up of the environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, with respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the Company's knowledge, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws or Environmental Laws, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Except as set forth in the Company Letter or the Company Filed SEC Documents, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under (i) any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, or any guarantee of any agreement or instrument for borrowed money or (ii) any lease, permit, license or other agreement or instrument, in each case, to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject, other than, in the case of clause (ii), any events of default that, individually or in the aggregate, would not have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger.

No Existing Violation, Default, Etc. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, neither the Company Neither FTX nor any of its Subsidiaries is in violation of (Ai) its Articles of Incorporation, By-Laws charter or other organizational documentsorganization documents or by-laws, (Bii) any applicable law, ordinance, ordinance or administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company FTX or any of its Subsidiaries, except, in each case, for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, the properties, assets and operations of the Company and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection and clean-up of the environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect on Effect. The properties, assets and operations of FTX and its Subsidiaries are in compliance with all applicable Worker Safety Laws and Environmental Laws, except for any violations that, individually or in the Company or prevent or materially delay the consummation of the Offer or the Mergeraggregate, would reasonably be expected not to have a Material Adverse Effect. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, with With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the Company's knowledge, there are no past, present past or reasonably anticipated future current events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company FTX or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws or and Environmental Laws, other than any such interference or prevention as would notas, individually or in the aggregate with any such other interference or prevention, has not had and would reasonably be expected not to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerEffect. Except as may be set forth in the Company Letter FTX SEC Documents or the Company Filed SEC Documents, FTX Letter: (i) there is no existing event of default or event that, but for the giving of notice or the lapse of time time, or both, would constitute an event of default exists orunder any loan or credit agreement, upon the consummation by the Company of the transactions contemplated by this Agreementnote, will exist under (i) any indenturebond, mortgage, loan agreementindenture or guarantee of indebtedness for borrowed money and (ii) there is no existing event of default or event that, note but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument for borrowed money, or any guarantee of any agreement or instrument for borrowed money or (ii) any lease, permit, license or other agreement or instrument, in each case, to which the Company FTX or any of its Subsidiaries is a party or by which the Company FTX or any such Subsidiary is bound or to which any of the their respective properties, assets or operations of the Company or any such Subsidiary business is subjectbound, other than, in the case of clause (ii), any events of default thatwhich, individually or in the aggregate, has had or would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerEffect.

No Existing Violation, Default, Etc. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, neither the Company Neither IGL nor any of its Subsidiaries is in violation of (Ai) its Articles of Incorporation, By-Laws charter or other organizational documentsorganization documents or by-laws, (Bii) any applicable law, ordinance, ordinance or administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company IGL or any of its Subsidiaries, except, in each case, except for any violations that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerEffect. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, the The properties, assets and operations of the Company IGL and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses licenses, relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection and clean-up of the environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerEffect. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, with With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the Company's knowledge, there are no past, present past or reasonably anticipated future current events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company IGL or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws or and Environmental Laws, other than any such interference or prevention as would notas, individually or in the aggregate with any such other interference or prevention, has not had and would not reasonably be expected to have a Material Adverse Effect on Effect. The term "hazardous materials" shall mean those substances that are regulated by or form the Company or prevent or materially delay the consummation of the Offer or the Mergerbasis for liability under any applicable Environmental Laws. Except as may be set forth in the Company Letter IGL SEC Documents or the Company Filed SEC Documents, IGL Letter: (i) there is no existing event of default or event that, but for the giving of notice or the lapse of time time, or both, would constitute an event of default exists orunder any loan or credit agreement, upon the consummation by the Company of the transactions contemplated by this Agreementnote, will exist under (i) any indenturebond, mortgage, loan agreementindenture or guarantee of indebtedness for borrowed money and (ii) there is no existing event of default or event that, note but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument for borrowed money, or any guarantee of any agreement or instrument for borrowed money or (ii) any lease, permit, license or other agreement or instrument, in each case, to which the Company IGL or any of its Subsidiaries is a party or by which the Company IGL or any such Subsidiary is bound or to which any of the their respective properties, assets or operations of the Company or any such Subsidiary business is subjectbound, other than, in the case of clause (ii), any events of default thatwhich, individually or in the aggregate, has had or would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerEffect.

No Existing Violation, Default, Etc. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, neither Neither the Company nor any of its Subsidiaries is in violation of (Ai) its Articles of Incorporation, By-Laws charter or other organizational documentsorganization documents or by-laws, (Bii) any applicable law, ordinance, ordinance or administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in each case, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerCompany. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, the The properties, assets and operations of the Company and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") Laws and the protection and clean-up of the environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerCompany. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, with With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the Company's knowledge, there are no past, present past or reasonably anticipated future current events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws or and Environmental Laws, other than any such interference or prevention as would not, individually or in the aggregate with any such other interference or prevention, reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerCompany. Except as may be set forth in the Company Letter SEC Documents or the Company Filed SEC Documents, Letter: (i) there is no existing event of default or event that, but for the giving of notice or the lapse of time time, or both, would constitute an event of default exists orunder any loan or credit agreement, upon the consummation by the Company of the transactions contemplated by this Agreementnote, will exist under (i) any indenturebond, mortgage, loan agreement, note indenture or other agreement or instrument guarantee of indebtedness for borrowed money, or any guarantee of any agreement or instrument for borrowed money or ; and (ii) there is no existing event of default or event that, but for the giving of notice or lapse of time, or both, would constitute an event of default under any material lease, permit, license or other agreement or instrument, in each case, 20 instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the their respective properties, assets or operations of the Company or any such Subsidiary business is subject, other than, in the case of clause (ii), any events of default thatbound which would, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerParent.

No Existing Violation, Default, Etc. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, neither the Company Neither Parent nor any of its Subsidiaries is in violation of (Ai) its Articles of Incorporation, By-Laws charter or other organizational documentsorganization documents or by-laws, (Bii) any applicable law, ordinance, ordinance or administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company Parent or any of its Subsidiaries, except, in each case, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerParent. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, the The properties, assets and operations of the Company Parent and its Subsidiaries are in compliance in all material respects with all applicable federal, state, local and foreign (including without limitation, provincial) laws, rules and regulations, orders, decrees, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and the protection and clean-up of the environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous materials (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerParent. Except as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, with With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, to the Company's knowledge, there are no past, present past or reasonably anticipated future current events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company Parent or any of its Subsidiaries that may interfere with or prevent compliance or continued compliance in all material respects with applicable Worker Safety Laws or and Environmental Laws, other than any such interference or prevention as would notas, individually or in the aggregate with any such other interference or prevention, has not had and would not reasonably be expected to have a Material Adverse Effect on Parent. The term "hazardous materials" shall mean those substances that are regulated by or form the Company or prevent or materially delay the consummation of the Offer or the Mergerbasis for liability under any applicable Environmental Laws. Except as may be set forth in the Company Letter Parent SEC Documents or the Company Filed SEC Documents, Parent Letter: (i) there is no existing event of default or event that, but for the giving of notice or the lapse of time time, or both, would constitute an event of default exists orunder any loan or credit agreement, upon the consummation by the Company of the transactions contemplated by this Agreementnote, will exist under (i) any indenturebond, mortgage, loan agreementindenture or guarantee of indebtedness for borrowed money and (ii) there is no existing event of default or event that, note but for the giving of notice or lapse of time, or both, would constitute an event of default under any lease, other agreement or instrument for borrowed money, or any guarantee of any agreement or instrument for borrowed money or (ii) any lease, permit, license or other agreement or instrument, in each case, to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any such Subsidiary is bound or to which any of the their respective properties, assets or operations of the Company or any such Subsidiary business is subject, other thanbound, in the case of each of clause (i) and (ii)) immediately above, any events of default thatwhich, individually or in the aggregate, has had or would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the MergerParent.