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

No Existing Violation, Default, Etc. Neither FTX nor any of its Subsidiaries is in violation of (i) its charter or other organization documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over FTX or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse 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 aggregate, would reasonably be expected not to have a Material Adverse Effect. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of 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 and Environmental Laws, other than any such interference or prevention as, 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. Except as may be set forth in FTX SEC Documents or FTX Letter: (i) 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 loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money 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 lease, other agreement or instrument to which FTX or any of its Subsidiaries is a party or by which FTX or any such Subsidiary or any of their respective properties, assets or business is bound, which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

No Existing Violation, Default, Etc. Neither FTX 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 (iA) its charter Articles of Incorporation, By-Laws or other organization documents or by-lawsorganizational documents, (iiB) any applicable law, ordinance or ordinance, administrative or governmental rule or regulation or (iiiC) any order, decree or judgment of any Governmental Entity having jurisdiction over FTX 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 reasonably be expected not to have a Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Offer or the Merger. The propertiesExcept as disclosed in Item 4.9 of the Company Letter or the Company Filed SEC Documents, 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 aggregate, would reasonably be expected not to have a Material Adverse Effect. 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 past, present or current reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of FTX 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 and or Environmental Laws, other than any such interference or prevention asas would not, 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 EffectEffect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Except as may be set forth in FTX the Company Letter or the Company Filed SEC Documents or FTX Letter: (i) there is Documents, 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 or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under (i) any loan or credit agreement, note, bondindenture, mortgage, indenture loan agreement, note or guarantee of indebtedness for borrowed money 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 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 FTX the Company or any of its Subsidiaries is a party or by which FTX the Company or any such Subsidiary is bound or to which any of their respective the properties, assets or business operations of the Company or any such Subsidiary is boundsubject, whichother than, in the case of clause (ii), any events of default that, individually or in the aggregate, has had or would reasonably be expected to not have a Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Offer or the Merger.

No Existing Violation, Default, Etc. Neither FTX IGL nor any of its Subsidiaries is in violation of (i) its charter or other organization documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over FTX IGL or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect. The properties, assets and operations of FTX IGL and its Subsidiaries are in compliance 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 reasonably be expected not to have a Material Adverse Effect. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of FTX 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 and Environmental Laws, other than any such interference or prevention as, individually or in the aggregate with any such other interference or prevention, has not had and would not reasonably be expected not to have a Material Adverse Effect. The term "hazardous materials" shall mean those substances that are regulated by or form the basis for liability under any applicable Environmental Laws. Except as may be set forth in FTX the IGL SEC Documents or FTX the IGL Letter: (i) 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 loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money 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 lease, other agreement or instrument to which FTX IGL or any of its Subsidiaries is a party or by which FTX IGL or any such Subsidiary or any of their respective properties, assets or business is bound, which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

No Existing Violation, Default, Etc. Neither FTX Parent nor any of its Subsidiaries is in violation of (i) its charter or other organization documents or by-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over FTX Parent or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would not reasonably be expected not to have a Material Adverse EffectEffect on Parent. The properties, assets and operations of FTX 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 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 not to have a Material Adverse EffectEffect on Parent. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, there are no past or current events, conditions, circumstances, activities, practices, incidents, actions or plans of FTX 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 and Environmental Laws, other than any such interference or prevention as, individually or in the aggregate with any such other interference or prevention, has not had and would not reasonably be expected not to have a Material Adverse EffectEffect on Parent. The term "hazardous materials" shall mean those substances that are regulated by or form the basis for liability under any applicable Environmental Laws. Except as may be set forth in FTX the Parent SEC Documents or FTX the Parent Letter: (i) 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 loan or credit agreement, note, bond, mortgage, indenture or guarantee of indebtedness for borrowed money 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 lease, other agreement or instrument to which FTX Parent or any of its Subsidiaries is a party or by which FTX Parent or any such Subsidiary or any of their respective properties, assets or business is bound, in the case of each of clause (i) and (ii) immediately above, which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse EffectEffect on Parent.