Common use of No Violation of Laws or Agreements Clause in Contracts

No Violation of Laws or Agreements. The ---------------------------------- execution and delivery of this Agreement by CTC do not, and its consummation of the transactions contemplated hereby and its compliance with the terms, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's certificate of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which would with the passage of time or the giving of notice or both constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries is a party or by which any of them or any of their assets may be bound, or any judgment or order to which CTC or any of its subsidiaries is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially adverse effect on the financial condition of CTC and its subsidiaries or the results of their operations taken as a whole (a "CTC MAE"), (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of their assets or give to others any interest or right therein which is likely to have a CTC MAE, (d) result in the maturation or acceleration of any liability or obligation of any of them in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them is a party or by which any of them may be bound which is likely to have a CTC MAE.

No Violation of Laws or Agreements. The ---------------------------------- Except as disclosed on Schedule 2.05 of the Disclosure Statement, the execution and delivery of this Agreement by CTC DI do not, and its consummation of the transactions contemplated hereby and its compliance with the terms, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's certificate the articles of incorporation or bylawsbylaws of DI; (b) conflict with or result in a breach of or constitute a default (or an event which would with the passage of time or the giving of notice or both constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries DI is a party or by which any of them it or any of their its assets may be bound, or any judgment or order to which CTC or any of its subsidiaries DI is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially material adverse effect on the financial condition of CTC and its subsidiaries DI or the results of their its operations taken as a whole (a "CTC MAE"“Material Adverse Effect”), ; (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any the assets of their assets DI or give to others any interest or right therein which is likely to have a CTC MAE, Material Adverse Effect; (d) result in the maturation or acceleration of any liability or obligation of any of them DI with a value in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, Material Adverse Effect; or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them DI is a party or by which any of them it may be bound which is likely to have a CTC MAEMaterial Adverse Effect.

No Violation of Laws or Agreements. The ---------------------------------- None of the execution and delivery of this Agreement by CTC do notAgreement, and its the consummation of the transactions contemplated hereby and its or the compliance with or fulfillment of the terms, conditions and provisions of this Agreement hereof or thereof by the Companies will not, (a) contravene any provision of CTC's the certificate of incorporation or bylaws; bylaws or operating agreement or certificate of formation, as applicable, of the Companies, (b) conflict with or with, result in a breach of or constitute a default or an event of default (or an event which would that might, with the passage of time or the giving of notice or both both, constitute a default) under any of the terms, conditions terms of or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries is a party or by which any of them or any of their assets may be bound, or any judgment or order to which CTC or any of its subsidiaries is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially adverse effect on the financial condition of CTC and its subsidiaries or the results of their operations taken as a whole (a "CTC MAE"), (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of their assets or give to others any interest or right therein which is likely to have a CTC MAE, (d) result in the maturation or acceleration of any liability or obligation of any of them in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under under, any material license, indenture, mortgage or any other contract, agreement or contract instrument to which any of them is the Companies are a party or by which any of them the Companies or any of their respective assets may be bound or affected, with the exception of or subject to receipt of the consents set forth in Section 2.3(b) of the Disclosure Letter, (c) violate any law or violate any judgment or order of any governmental body to which is likely the Companies are subject, (d) result in the creation or imposition of any mortgages, claims, pledges, liens, charges, security interests, limitations, restrictions or other encumbrances (collectively, the "Encumbrances") upon any of the assets of the Companies or give to have others any interests or rights therein, or (e) result in the maturation or acceleration of any liability or obligation of any of the Companies (or give others the right to cause such a CTC MAEmaturation or acceleration).

No Violation of Laws or Agreements. The Except as ---------------------------------- disclosed on Schedule 2.05 of the Disclosure Statement, the execution and delivery of this Agreement by CTC DI do not, and its consummation of the transactions contemplated hereby and its compliance with the terms, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's certificate the articles of incorporation or bylawsbylaws of DI; (b) conflict with or result in a breach of or constitute a default (or an event which would with the passage of time or the giving of notice or both constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries DI is a party or by which any of them it or any of their its assets may be bound, or any judgment or order to which CTC or any of its subsidiaries DI is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially material adverse effect on the financial condition of CTC and its subsidiaries DI or the results of their its operations taken as a whole (a "CTC MAEMaterial Adverse Effect"), ; (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any the assets of their assets DI or give to others any interest or right therein which is likely to have a CTC MAE, Material Adverse Effect; (d) result in the maturation or acceleration of any liability or obligation of any of them DI with a value in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, Material Adverse Effect; or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them DI is a party or by which any of them it may be bound which is likely to have a CTC MAEMaterial Adverse Effect.

No Violation of Laws or Agreements. The ---------------------------------- execution and delivery of this Agreement by CTC do not, and its consummation of the transactions contemplated hereby and its compliance with the terms, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's ’s certificate of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which would with the passage of time or the giving of notice or both constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries is a party or by which any of them or any of their assets may be bound, or any judgment or order to which CTC or any of its subsidiaries is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially adverse effect on the financial condition of CTC and its subsidiaries or the results of their operations taken as a whole (a "“CTC MAE"”), (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of their assets or give to others any interest or right therein which is likely to have a CTC MAE, (d) result in the maturation or acceleration of any liability or obligation of any of them in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them is a party or by which any of them may be bound which is likely to have a CTC MAE.

No Violation of Laws or Agreements. The ---------------------------------- execution execution, delivery, and delivery performance by Seller of this Agreement by CTC and the Transaction Documents to which Seller is a party do not, and its the consummation by Seller of the transactions contemplated hereby and its compliance with the termsthereby, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's certificate of incorporation or bylaws; (b) violate, conflict with or result in the breach of any provision of the Certificate of Incorporation or By-Laws (or similar organizational documents) of Seller or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of of, or constitute a default (or an event which would would, with the passage of time or the giving of notice or both both, constitute a default) under under, require any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries is a party or by which any of them or any of their assets may be boundconsent under, or any judgment result in or order to which CTC permit the termination, amendment, modification, acceleration, suspensions, revocation or any of its subsidiaries is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreigncancellation of, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially adverse effect on the financial condition of CTC and its subsidiaries or the results of their operations taken as a whole (a "CTC MAE"), (c) result in the creation or imposition of any lien, charge or encumbrance Lien of any nature whatsoever upon any of their assets the Acquired Assets or give to others any interest interests or right rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which Seller is likely to a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a CTC MAE, (d) result in Material Adverse Effect or a material adverse effect on the maturation or acceleration ability of any liability or obligation of any of them in excess of $500,000 (or give others Seller to perform its obligations under this Agreement and the right to cause such a maturation or acceleration) which is likely to have a CTC MAEother Transaction Documents, or (eii) result any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity or any applicable constitutions or Law, to which Seller is subject or which is applicable to the Business or any of the Acquired Assets other than those violations, conflicts, breaches or defaults which individually and in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them is a party or by which any of them may be bound which is likely to aggregate would not have a CTC MAEMaterial Adverse Effect or have a material adverse effect on the ability of Seller to perform its obligations under this Agreement and the other Transaction Documents.

No Violation of Laws or Agreements. The ---------------------------------- Except as disclosed on Schedule 2.05 of the Disclosure Statement, the execution and delivery of this Agreement by CTC DI do not, and its consummation of the transactions contemplated hereby and its compliance with the terms, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's certificate the articles of incorporation or bylawsbylaws of DI; (b) conflict with or result in a breach of or constitute a default (or an event which would with the passage of time or the giving of notice or both constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries DI is a party or by which any of them it or any of their its assets may be bound, or any judgment or order to which CTC or any of its subsidiaries DI is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially material adverse effect on the financial condition of CTC and its subsidiaries DI or the results of their its operations taken as a whole (a "CTC MAEMaterial Adverse Effect"), ; (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any the assets of their assets DI or give to others any interest or right therein which is likely to have a CTC MAE, Material Adverse Effect; (d) result in the maturation or acceleration of any liability or obligation of any of them DI with a value in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, Material Adverse Effect; or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them DI is a party or by which any of them it may be bound which is likely to have a CTC MAEMaterial Adverse Effect.

No Violation of Laws or Agreements. The ---------------------------------- execution and delivery of this Agreement by CTC do not, and its the consummation of the transactions contemplated hereby by this Agreement and its the compliance with the terms, conditions and provisions of this Agreement by Seller and Williams, will not, not (a) contravene any provision of CTCSeller's certificate or Williaxx' xxxxxxxxxxe of incorporation or bylaws; (b) conflict with violate or result in a resuxx xx x breach of or constitute a default (or an event which would might, with the passage of time or the giving of notice or both both, constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or loan, credit agreement, sales representative agreement, customer agreement or supplier agreement or any other agreement or instrument to which CTC Seller or Williams is a party by which the Business or any of its subsidiaries is a party the Acquired Assexx xxx xe bound or by which any of them or any of their assets may be boundaffected, or any judgment or order to which CTC or any of its subsidiaries is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches regulation applicable to Seller or defaults, individually or in the aggregate, is likely to have a materially adverse effect on the financial condition of CTC and its subsidiaries or the results of their operations taken as a whole (a "CTC MAE"), Williams; (c) result in the creation or imposition of any lien, charge or encumbrance chargx xx xxxumbrance of any nature whatsoever upon any of their assets the Acquired Assets or give to others any interest interests or right therein which is likely to have a CTC MAE, rights therein; (d) result in the maturation or acceleration of any liability or obligation of any of them in excess of $500,000 Assumed Liability (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, ); or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them is a party or by which any of them may be bound which is likely to have a CTC MAEincluded in the Acquired Assets.

No Violation of Laws or Agreements. The ---------------------------------- execution and delivery of this Agreement by CTC do not, and its consummation of the transactions contemplated hereby and its compliance with the terms, conditions and provisions of this Agreement will not, (a) contravene any provision of CTC's certificate of incorporation or bylaws; (b) conflict with or result in a breach of or constitute a default (or an event which would with the passage of time or the giving of notice or both constitute a default) under any of the terms, conditions or provisions of any material indenture, mortgage, loan or credit agreement or other agreement or instrument to which CTC or any of its subsidiaries is a party or by which any of them or any of their assets may be bound, or any judgment or order to which CTC or any of its subsidiaries is subject of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation, any of which contraventions, conflicts, breaches or defaults, individually or in the aggregate, is likely to have a materially adverse effect on the financial condition of CTC and its subsidiaries or the results of their operations taken as a whole (a "CTC MAE"), (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of their assets or give to others any interest or right therein which is likely to have a CTC MAE, (d) result in the maturation or acceleration of any liability or obligation of any of them in excess of $500,000 (or give others the right to cause such a maturation or acceleration) which is likely to have a CTC MAE, or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under any material agreement or contract to which any of them is a party or by which any of them may be bound which is likely to have a CTC MAE.