Common use of No Violation of Law Clause in Contracts

No Violation of Law. (a) Powin Corporation is not in violation of or has been given notice or been charged with any violation of, any Law or Order (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin Corporation. Powin Corporation has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin Corporation. (b) Powin Corporation owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation taken as a whole, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin Corporation. (c) Powin Corporation is (i) in compliance with any and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses, other approvals, authorizations and certificates required of it under applicable Environmental Laws to conduct its businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin Corporation.

No Violation of Law. (a) Powin Corporation Energy is not in violation of or and has not been given notice or been charged with any violation of, any Law Law, or Order Order, (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin Corporation. Powin Corporation Energy and has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin CorporationEnergy. (b) Powin Corporation ownsEnergy has all permits, possesses or has obtained, all licenses, permitsfranchises, certificatesvariances, consentsexemptions, orders, approvals orders and other authorizations fromgovernmental authorizations, consents and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, approvals necessary to own or lease, as the case may be, and to operate its properties and to carry on conduct its business as conducted as presently conducted, except for those, the absence of the date hereofwhich, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually alone or in the aggregate are not material to Powin Corporation taken as a wholeaggregate, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin CorporationEnergy (collectively, the “Powin Energy Permits”). Powin Energy (a) has duly and timely filed all reports and other information required to be filed with any Governmental Authority in connection with the Powin Energy Permits, and (b) is not in violation of the terms of any of the Powin Energy Permits, except for such omissions or delays in filings, reports or violations which, alone or in the aggregate, would not have a Material Adverse Effect on Powin Energy. (c) Powin Corporation is Energy (i) is in compliance with any and all applicable foreign, federal, provincial, state and local Laws, including any applicable all environmental Laws and regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses, other approvals, approvals and authorizations and certificates required of it under applicable Environmental environmental Laws to conduct its businesses business and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin CorporationEnergy. (d) Powin Energy has no knowledge of any claim and has not received any notice of any claim, and no proceeding has been instituted raising any claim against Powin Energy or any of its properties now or formerly owned, leased or operated by it or other assets, alleging any damage to the environment or violation of any environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect on Powin Energy and has not stored any hazardous materials on properties now or formerly owned, leased or operated by it and has not disposed of any hazardous materials in a manner contrary to any environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect on Powin Energy. All buildings on all real properties now owned, leased or operated by Powin Energy are in compliance with applicable environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect on Powin Energy.

No Violation of Law. (a) Powin Corporation is not To the Knowledge of RISCORP, since September 17, 1997, the business and operations of RISCORP and the RISCORP Subsidiaries have been conducted in violation compliance with all applicable laws, ordinances, regulations and orders of or has been given notice or been charged with any violation of, any Law or Order all governmental entities and other regulatory bodies (including, without limitation, any laws, ordinances, regulations and orders relating to zoning, environmental matters and the safety and health of employees and to applicable environmental lawstate and federal insurance laws) except where such noncompliance, ordinance individually or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin Corporation. Powin Corporation has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin Corporation. (b) Powin Corporation owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation taken as a whole, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin Corporation.RISCORP. Since September 17, 1997, except as disclosed in the RISCORP Reports or the RISCORP Disclosure Letter: (a) neither RISCORP, any RISCORP Subsidiary, nor any officer or director of RISCORP has been charged with or, to the Knowledge of RISCORP, is now under investigation with respect to, a violation of any regulation, ordinance, order or other requirement of a governmental entity or other regulatory body; (b) neither RISCORP, any RISCORP Subsidiary nor any officer or director of RISCORP is a party to or bound by any order, judgment, decree or award of a governmental entity or other regulatory body which has or will have, individually or in the aggregate, a Material Adverse Effect on RISCORP; and (c) Powin Corporation is (i) in compliance RISCORP and the RISCORP Subsidiaries have timely filed all reports required to be filed with any governmental entity or other regulatory body on or before the date hereof as to which the failure to timely file such reports would result, individually or in the aggregate, in a Material Adverse Effect on RISCORP. RISCORP and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received RISCORP Subsidiaries have all permits, certificates, licenses, approvals and other approvals, authorizations required in connection with the operation of the business of RISCORP and certificates required of it under applicable Environmental Laws to conduct its businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approvalthe RISCORP Subsidiaries, except where such noncompliance with Environmental Laws, failure to receive required for permits, licenses or certificates, licenses, approvals and other approvals or authorizations the failure of which to comply with the terms and conditions of such permits, licenses or approvals have would not, individually or in the aggregate, have a Material Adverse Effect on Powin CorporationRISCORP. The RISCORP Disclosure Letter sets forth a list of all permits, certificates, licenses, approvals and other authorizations required to be obtained in connection with the consummation of the transactions contemplated hereby the failure of which to obtain would have a Material Adverse Effects on RISCORP.

No Violation of Law. (a) Powin Corporation Permits. The business of Brekford and each of its Subsidiaries is not being conducted in violation of or has been given notice or been charged with any violation ofstatute, any Law or Order (including, without limitation, any applicable environmental law, ordinance ordinance, rule, regulation, judgment, order or regulation) decree of any Governmental Authoritydomestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin Corporation. Powin Corporation has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not could reasonably be expected to have a Material Adverse Effect on Powin Corporation. Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (b) Powin Corporation ownscollectively, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from“Required Permits”), and has made all declarations and filings withno proceedings are pending or, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation taken as a whole, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct knowledge of its business as conducted as Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of the date hereof other than any failure to so comply that would which do not and will not have a Material Adverse Effect on Powin Corporation. Brekford. Except as set forth on Schedule 4.9 hereto, (ca) Powin Corporation is to Brekford’s knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (i) in compliance with any and all applicable federal, state and local Laws, including any applicable regulationsstock exchange or other self-regulatory body) with respect to Brekford or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, relating to the protection of human health and safety, the environment (b) no governmental or hazardous regulatory entity (including any stock exchange or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (iiother self-regulatory body) has received all permits, licenses, other approvals, authorizations and certificates required notified Brekford of it under applicable Environmental Laws its intention to conduct its businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approvalthe same, except where for such noncompliance with Environmental Lawsinvestigations which, failure if they resulted in adverse findings, would not reasonably be expected to receive required permitshave, licenses individually or in the aggregate, a Material Adverse Effect on Brekford. Except as set forth on Schedule 4.9 hereto, neither Brekford nor any of its Subsidiaries is subject to any cease and desist or other approvals order, judgment, injunction or failure decree issued by, or is a party to comply with any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the terms and conditions request of, any court, governmental entity or regulatory agency that materially restricts the conduct of such permits, licenses its business or approvals would not, which could reasonably be expected to have a Material Adverse Effect on Powin CorporationBrekford, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has Brekford or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. Brekford and each of its Subsidiaries and affiliates has complied with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliate.

No Violation of Law. (a) Powin Corporation Neither Euroseas nor any Subsidiary is not in violation of or has been given notice or been charged with any violation of, any Law or Order (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin CorporationEuroseas. Powin Corporation Neither Euroseas nor any Subsidiary has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin CorporationEuroseas. (b) Powin Corporation Each of Euroseas. and the Subsidiaries owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation Euroseas and the Subsidiaries taken as a whole, and Powin Corporation neither Euroseas nor any such Subsidiary has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation each of Euroseas and the Subsidiaries is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin CorporationEuroseas. (c) Powin Corporation is (i) in compliance with any and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses, other approvals, authorizations and certificates required of it under applicable Environmental Laws to conduct its businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin Corporation.

No Violation of Law. (a) Powin Corporation Neither parent nor any of its subsidiaries is not in violation of of, or has been given notice or been charged with any violation of, any Law law, statute, order, rule, regulation, ordinance or Order judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authoritygovernmental or regulatory body or authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, have a Parent Material Adverse Effect on Powin Corporationor which have otherwise been disclosed to the Company. Powin Corporation has not received any written notice that any As of the date of this Agreement, no investigation or review with respect to it by any Governmental Authority governmental or regulatory body or authority is pending or, to the knowledge of Parent, is threatened, nor has any governmental or threatenedregulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to have a Parent Material Adverse Effect on Powin Corporation. (b) Powin Corporation owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation taken as a whole, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating have otherwise been disclosed to the conduct of Company. Parent and its business as conducted as of the date hereof other than any failure to so comply that would not subsidiaries have a Material Adverse Effect on Powin Corporation. (c) Powin Corporation is (i) in compliance with any and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses, franchises, variances, exemptions, orders and other approvalsgovernmental authorizations, authorizations consents and certificates required of it under applicable Environmental Laws approvals necessary to conduct their businesses as presently conducted (the "Parent Permits"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a Parent Material Adverse Effect. Parent and its businesses subsidiaries (a) have duly and currently filed all reports and other information required to be filed with the Department of Education or any other governmental or regulatory authority in connection with the Parent Permits; and (iiib) is are not in compliance with all violation of the terms and conditions of any such permit, license or approvalParent Permit, except where such noncompliance with Environmental Lawsfor delays in filing reports or violations which, failure to receive required permitsalone or in the aggregate, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, not have a Parent Material Adverse Effect on Powin Corporationor which have otherwise been disclosed to the Company.

No Violation of Law. (a) Powin Corporation Neither Star Bulk nor any Subsidiary is not in violation of or has been given notice or been charged with any violation of, any Law or Order (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin CorporationStar Bulk. Powin Corporation Neither Star Bulk nor any Subsidiary has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin CorporationStar Bulk. (b) Powin Corporation Each of Star Bulk and the Subsidiaries owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation Star Bulk and the Subsidiaries taken as a whole, and Powin Corporation neither Star Bulk nor any such Subsidiary has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation each of Star Bulk and the Subsidiaries is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin CorporationStar Bulk. (c) Powin Corporation is Star Bulk and the Subsidiaries (i) are in compliance with any and all applicable foreign, federal, provincial, state and local Laws, including any applicable regulationsregulations and standards adopted by the International Maritime Organization, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has have received all permits, licenses, other approvals, authorizations and certificates of financial responsibility required of it them under applicable Environmental Laws to conduct its their respective businesses and (iii) is are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin CorporationStar Bulk. (d) None of the transactions contemplated herein will violate any Foreign Assets Control Regulations of the United States contained in Title 31, Code of Federal Regulations, Parts 500, 505, 515 and 535.

No Violation of Law. (a) Powin Corporation Except as disclosed in the Company Recent SEC Reports, neither the Company nor any of its subsidiaries is not in violation of of, or has been given written notice that it is currently violating any law, statute, order, rule, regulation, ordinance or been charged with any violation of, any Law or Order judgment (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, governmental or regulatory body or authority except for violations whichwhich would not be reasonably expected to have, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Company Material Adverse Effect on Powin CorporationEffect. Powin Corporation has not received any written notice that any No investigation or review with respect to it by any Governmental Authority governmental or regulatory body or authority is pending or, to the knowledge of the Company, threatened, nor has any governmental or threatenedregulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, which would not be reasonably be expected to have a Material Adverse Effect on Powin Corporation. (b) Powin Corporation ownshave, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation taken as aggregate, a whole, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Company Material Adverse Effect on Powin Corporation. (c) Powin Corporation is (i) in compliance with any Effect. The Company and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received its subsidiaries have all permits, licenses, franchises, variances, exemptions, orders and other approvalsgovernmental authorizations, authorizations consents and certificates required of it under applicable Environmental Laws approvals necessary to conduct their businesses as presently conducted (collectively, the "COMPANY PERMITS"), except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its businesses and (iii) is subsidiaries are not in compliance with all violation of the terms and conditions of any such permit, license or approvalCompany Permit, except where such noncompliance with Environmental Lawsfor violations which would not be reasonably expected to have, failure to receive required permitsindividually or in the aggregate, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Company Material Adverse Effect on Powin CorporationEffect. Neither the Company nor any of its subsidiaries has received notice that any Company Permit will be terminated or modified or cannot be renewed in the ordinary course of business, and the Company has no knowledge of any reasonable basis for any such termination, modification or nonrenewal, except for such terminations, modifications or nonrenewals as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any Company Permit, or result in any termination, modification or nonrenewals thereof, except for such violations, terminations, modifications or nonrenewals thereof as, would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Violation of Law. (a) Powin Corporation Except as disclosed in the AWS SEC Reports, neither AWS nor any of its subsidiaries is not in violation of or has been given notice of or been charged with any violation ofof any law, any Law statute, order, rule, regulation, ordinance or Order judgment (including, without limitation, any applicable environmental law, ordinance or regulationEnvironmental Law) of any Governmental Authoritygovernmental or regulatory body or authority, except for violations which, in the aggregate, do not have, and would could not reasonably be expected to havehave a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of AWS and its subsidiaries, taken as a Material Adverse Effect on Powin Corporationwhole. Powin Corporation has not received any written notice that any Except as disclosed in the AWS SEC Reports, as of the date of this Agreement, to the knowledge of AWS and its subsidiaries, no investigation or review with respect to it by any Governmental Authority governmental or regulatory body or authority is pending or threatenedthreatened nor has any governmental or regulatory body or authority indicated an intention to conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would will not reasonably be expected to have a Material Adverse Effect material adverse effect on Powin Corporation. the business, operations, properties, assets, condition (bfinancial or other) Powin Corporation owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals results of operations of AWS and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation subsidiaries taken as a whole, . AWS and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not Retained Subsidiaries have a Material Adverse Effect on Powin Corporation. (c) Powin Corporation is (i) in compliance with any and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses, franchises, variances, exemptions, orders and other approvalsgovernmental authorizations, authorizations consents and certificates required of it under applicable Environmental Laws approvals necessary to conduct their businesses as presently conducted, except for permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals the absence of which, alone or in the aggregate, would not have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of AWS and its businesses subsidiaries, taken as a whole (collectively, the "AWS Permits"). All of the AWS Permits are listed in Section 6.10 of the AWS Disclosure Schedule. AWS and (iii) is its Retained Subsidiaries are not in compliance with all violation of the terms and conditions of any such permit, license or approvalAWS Permit, except where such noncompliance with Environmental Lawsfor violations which, failure to receive required permitsalone or in the aggregate, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, not have a Material Adverse Effect material adverse effect on Powin Corporationthe business, operations, properties, assets, condition (financial or other), results of operations of AWS and its subsidiaries, taken as a whole.

No Violation of Law. (a) Powin Corporation Except as set forth in Section 5.10 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is not in violation of of, or has been given written notice or been charged with of any violation of, any Law or Order (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental AuthorityOrder, except for violations whichthat could not, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin Corporation. Powin Corporation has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin Corporation. (b) Powin Corporation ownsEffect. No investigation or review relating to the Company or any of its Subsidiaries by any Governmental Authority is pending or, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as Knowledge of the date hereofCompany, is threatened, other than such licensesany investigation or review that could not, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material aggregate, reasonably be expected to Powin Corporation taken as a whole, and Powin Corporation has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin Corporation. (c) Powin Corporation is (i) in compliance with any Effect. The Company and all applicable federal, state and local Laws, including any applicable regulations, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received its Subsidiaries have all permits, licenses, other approvalsfranchises, authorizations and certificates required of it under applicable Environmental Laws variances, exemptions, Orders, consents or approvals that are necessary to conduct its their respective businesses and (iii) is in compliance with all terms and conditions of any such permitcollectively, license or approvalthe “Company Permits”), except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with for those the terms and conditions absence of such permits, licenses or approvals would which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Powin CorporationEffect. The Company and its Subsidiaries are not in violation of the terms of any Company Permit, and no Proceedings are pending or, to the Knowledge of the Company, threatened with respect to any Company Permit that could reasonably result in the revocation of, or loss of any benefits under, any Company Permit, except for those the absence of which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Subject to obtaining the Company Required Statutory Approvals, Sellers Required Statutory Approvals and the Purchaser Required Statutory Approvals, none of the Company Permits will be impaired or in any way affected by the consummation of the transactions contemplated by this Agreement except for those impairments or effects which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Section 5.10 of the Company Disclosure Schedule sets forth each permit or license of a Governmental Authority that is material to the Company and its Subsidiaries, taken as a whole.

No Violation of Law. (a) Powin Corporation Neither Adventure nor any Subsidiary is not in violation of or has been given notice or been charged with any violation of, any Law or Order (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin CorporationAdventure. Powin Corporation Neither Adventure nor any Subsidiary has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin CorporationAdventure. (b) Powin Corporation Each of Adventure and the Subsidiaries owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation Adventure and the Subsidiaries taken as a whole, and Powin Corporation neither Adventure nor any such Subsidiary has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation each of Adventure and the Subsidiaries is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin CorporationAdventure. (c) Powin Corporation is Adventure and the Subsidiaries (i) are in compliance with any and all applicable foreign, federal, provincial, state and local Laws, including any applicable regulationsregulations and standards adopted by the International Maritime Organization, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has have received all permits, licenses, other approvals, authorizations and certificates of financial responsibility required of it them under applicable Environmental Laws to conduct its their respective businesses and (iii) is are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin CorporationAdventure. (d) None of the transactions contemplated herein will violate any Foreign Assets Control Regulations of the United States contained in Title 31, Code of Federal Regulations, Parts 500, 505, 515 and 535.

No Violation of Law. (a) Powin Corporation The business of Navarre is not being conducted in violation of or has been given notice or been charged with any violation ofstatute, any Law or Order (including, without limitation, any applicable environmental law, ordinance ordinance, regulation, judgment, order or regulation) decree of any Governmental Authoritydomestic or foreign governmental or judicial entity (including any stock exchange or other self-regulatory body) ("Legal Requirements"), or in violation of any permits, franchises, licenses, authorizations or consents that are granted by any domestic or foreign government or judicial entity (including any stock exchange or other self-regulatory body) ("Permits"), except for possible violations none of which, individually or in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin Corporation. Powin Corporation has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not may reasonably be expected to have a Material Adverse Effect on Powin Corporation. Navarre. Except as disclosed in Navarre SEC Reports and as set forth on SCHEDULE 3.9. hereto, to the best of Navarre's knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (b) Powin Corporation owns, possesses including any stock exchange or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and body) with respect to Navarre in relation to any alleged violation of law or regulation is pending or, to Navarre's knowledge, threatened, nor has any governmental or regulatory entity (including any stock exchange or other tribunalsself-regulatory body) indicated an intention to conduct the same, necessary except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to own or leasehave, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are aggregate, a Material Adverse Effect on Navarre. Except as set forth on SCHEDULE 3.9. hereto, Navarre is not material subject to Powin Corporation taken as a whole, any cease and Powin Corporation has not received any actual notice of any proceeding relating to revocation desist or modification of any such license, permit, certificate, consent, other order, approval judgment, injunction or other authorizationdecree issued by, and Powin Corporation or is in compliance with all Laws relating a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its business as conducted as of the date hereof other than any failure or which may reasonably be expected to so comply that would not have a Material Adverse Effect on Powin Corporation. (c) Powin Corporation Navarre, nor has Navarre been advised that any court, governmental entity or regulatory agency is (i) considering issuing or requesting any of the foregoing. None of the representations and warranties made in compliance this Section 3.9. are being made with any and all applicable federal, state and local Laws, including any applicable regulations, relating respect to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses, other approvals, authorizations and certificates required of it under applicable Environmental Laws to conduct its businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin Corporation.

No Violation of Law. (a) Powin Corporation Neither Adventure nor any Subsidiary is not in violation of or has been given notice or been charged with any violation of, any Law or Order (including, without limitation, any applicable environmental law, ordinance or regulation) of any Governmental Authority, except for violations which, in the aggregate, do not have, and would not reasonably be expected to have, a Material Adverse Effect on Powin CorporationAdventure. Powin Corporation Neither Adventure nor any Subsidiary has not received any written notice that any investigation or review with respect to it by any Governmental Authority is pending or threatened, other than, in each case, those the outcome of which, as far as reasonably can be foreseen, would not reasonably be expected to have a Material Adverse Effect on Powin CorporationAdventure. (b) Powin Corporation Each of Adventure and the Subsidiaries owns, possesses or has obtained, all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, other than such licenses, permits, certificates, consents, orders, approvals, other authorizations, declarations and filings which individually or in the aggregate are not material to Powin Corporation Adventure and the Subsidiaries taken as a whole, and Powin Corporation neither Adventure nor any such Subsidiary has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, and Powin Corporation each of Adventure and the Subsidiaries is in compliance with all Laws relating to the conduct of its business as conducted as of the date hereof other than any failure to so comply that would not have a Material Adverse Effect on Powin CorporationAdventure. (c) Powin Corporation is Adventure and the Subsidiaries (i) are in compliance with any and all applicable foreign, federal, provincial, state and local Laws, including any applicable regulationsregulations and standards adopted by the International Maritime Organization, relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, petroleum pollutants or contaminants (“Environmental Laws”"ENVIRONMENTAL LAWS"), (ii) has have received all permits, licenses, other approvals, authorizations and certificates of financial responsibility required of it them under applicable Environmental Laws to conduct its their respective businesses and (iii) is are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, have a Material Adverse Effect on Powin CorporationAdventure. (d) None of the transactions contemplated herein will violate any Foreign Assets Control Regulations of the United States contained in Title 31, Code of Federal Regulations, Parts 500, 505, 515 and 535.