Common use of No Violations Clause in Contracts

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO or any Other Founding Company.

No Violations. The COMPANY Company is not in violation of any its Charter DocumentDocuments. Neither the COMPANY Company nor, to the knowledge of the COMPANYCompany, any other party thereto, is in material default under any lease(i) Lease, instrument, agreement, license, or permit set forth on Schedule 5.126.10, 5.136.11, 5.146.12, 5.15 6.13 or 5.166.14, or (ii) any other material agreement to which it is a party or by which its properties are bound (collectively, the "Material Documents"); and, except as set forth in Schedule 5.236.21, (ai) the rights and benefits of the COMPANY Company under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (bii) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.236.21, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect in all respects, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.236.21, to the knowledge of Company none of the Material Documents prohibits the use or publication by the COMPANYCompany, CSI Parent or NEWCO Newco of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY Company from freely providing services to any other customer or potential customer of the COMPANYCompany, CSIParent, NEWCO Newco or any Other other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither Except as set forth on Schedule 5.23, neither the COMPANY nor, to the knowledge of the COMPANYCOMPANY or any of the STOCKHOLDERS, any other party thereto, is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.15, 5.16, 5.18 or 5.19 or any other material agreement to which it is a party or by which its properties are bound (collectively, the "Material Documents"); and, except as set forth in on Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially and adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance by the COMPANY and the STOCKHOLDERS of the their obligations hereunder and the consummation by the COMPANY and the STOCKHOLDERS of the transactions contemplated hereby will not result in any material violation or breach of, or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI HOLDING or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSIHOLDING, NEWCO or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule Schedules 5.12, 5.13, 5.14, 5.15 5.15, 5.16 or 5.165.17, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.235.24, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.235.24, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.235.24, none of the Material Documents prohibits the use or publication by the COMPANY, CSI VPI or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSIVPI, NEWCO or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, thereto is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents")) in any manner that could result in a Material Adverse Effect; and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI the PARENT or NEWCO ACQUISITION CORP. of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSIthe PARENT, NEWCO ACQUISITION CORP. or any Other Founding Company.

No Violations. The Neither COMPANY is not in violation of any Charter Document. Neither the COMPANY noror, to the knowledge of the either COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule Schedules 5.12, 5.13, 5.14, 5.15 5.15, 5.16 or 5.165.17, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.235.24, (a) the rights and benefits of the each COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.235.24, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.235.24, none of the Material Documents prohibits the use or publication by the any COMPANY, CSI VPI or any NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the either COMPANY from freely providing services to any other customer or potential customer of the such COMPANY, CSIVPI, NEWCO the NEWCOS or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule Schedules 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI COMPANY or NEWCO TSII of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO TSII or any Other Founding Company.

No Violations. The COMPANY Company is not in violation of any Charter Document. Neither the COMPANY Company nor, to the knowledge Knowledge of the COMPANYCompany, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule 5.12Schedules 4.12, 5.134.13, 5.144.14, 5.15 4.15 or 5.164.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.234.23, (a) the rights and benefits of the COMPANY Company under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.234.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.234.23, none of the Material Documents by its terms prohibits the use or publication by the COMPANY, CSI Company or NEWCO QSI of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY Company from freely providing services to any other customer or potential customer of the COMPANYCompany, CSI, NEWCO QSI or any Other Founding Company.

No Violations. The COMPANY Seller is not in violation of any its Charter DocumentDocuments. Neither the COMPANY Seller nor, to the knowledge of the COMPANYSeller, any other party thereto, is in material default under any leaseLease, instrumentContract, agreement, license, Permit or permit other instrument set forth on Schedule 5.123.8, 5.133.9, 5.143.10, 5.15 3.11 or 5.163.12, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.233.21, (ai) the rights and benefits of the COMPANY Seller under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (bii) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.233.21, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.233.21, none of the Material Documents prohibits the use or publication by the COMPANY, CSI Seller or NEWCO the Purchaser of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY Seller from freely providing services to any other customer or potential customer of the COMPANYSeller, CSI, NEWCO any of the other Founding Companies or any Other Founding CompanyPurchaser.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the best knowledge and belief of COMPANY and the COMPANYSTOCKHOLDERS after due inquiry, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16Schedules 5.12 through 5.19 (inclusive), or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of any of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or cancellation, acceleration or loss of any right or benefitbenefit arising thereunder. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI MARINEMAX or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSIMARINEMAX, NEWCO or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither Except as set forth on Schedule 5.23, neither the COMPANY nor, to the knowledge of the COMPANYCOMPANY or the STOCKHOLDERS, any other party thereto, is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.15, 5.16, 5.18 or 5.19 or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance by the COMPANY and the STOCKHOLDERS of the their obligations hereunder and the consummation by the COMPANY and the STOCKHOLDERS of the transactions contemplated hereby will not result in any material violation or breach of, or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI CEI or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSICEI, NEWCO or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, COMPANY or CSI or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the best knowledge and belief of COMPANY and the COMPANYSTOCKHOLDERS after due inquiry, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16Schedules 5.12 through 5.19 (inclusive), or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of any of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO or any Other Founding Company.cancellation,

No Violations. The COMPANY Company is not in violation of any its Charter DocumentDocuments or Bylaws. Neither the COMPANY Company nor, to the knowledge Knowledge of the COMPANYCompany, any other party thereto, is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (ai) the rights and benefits of the COMPANY Company under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (bii) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a material default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect in all material respect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any material right or benefit. Except as set forth on Schedule 5.23, to the Knowledge of the Company, none of the Material Documents prohibits the use or publication by the COMPANY, CSI Company or NEWCO Parent of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY Company from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO Company or Parent or any Other Founding Company.

No Violations. The Neither COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANYCOMPANIES and the STOCKHOLDER, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.15, 5.16, 5.18 or 5.19 or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.23, (a) the rights and benefits of the COMPANY COMPANIES under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance by the COMPANIES and the STOCKHOLDER of the their obligations hereunder and the consummation by the COMPANIES and the STOCKHOLDER of the transactions contemplated hereby will not result in any material violation or breach of, or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI or NEWCO of the name of any other party to such Material Document, and none of the Material Documents expressly prohibits or materially restricts the either COMPANY from freely providing services to any other customer or potential customer of the COMPANYCOMPANIES, CSIPC, NEWCO the NEWCOS or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, thereto is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents")) in any manner that could result in a Material Adverse Effect; and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI or NEWCO the PARENT of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO the PARENT or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the best knowledge and belief of COMPANY and the COMPANYSTOCKHOLDER after due inquiry, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16Schedules 5.12 through 5.19 (inclusive), or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of any of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or cancellation, acceleration or loss of any right or benefitbenefit arising thereunder. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI MARINEMAX or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSIMARINEMAX, NEWCO or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the knowledge of the COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule Schedules 5.12, 5.13, 5.14, 5.15 5.15, 5.16 or 5.165.17, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.235.24, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.235.24, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.235.24, none of the Material Documents prohibits the use or publication by the COMPANY, CSI COMPANY or NEWCO VPI of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO COMPANY or VPI or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the best knowledge and belief of COMPANY and the COMPANYSTOCKHOLDERS after due inquiry, any other party thereto, is in material default under any lease, instrument, agreement, license, license 17 23 or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16Schedules 5.12 through 5.19 (inclusive), or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of any of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or cancellation, acceleration or loss of any right or benefitbenefit arising thereunder. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI MARINEMAX or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSIMARINEMAX, NEWCO or any Other Founding Company.

No Violations. The Neither COMPANY is not in violation of any Charter Document. Neither the COMPANY noror, to the knowledge of the either COMPANY, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule Schedules 5.12, 5.13, 5.14, 5.15 5.15, 5.16 or 5.165.17, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in on Schedule 5.235.24, (a) the rights and benefits of the each COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.235.24, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.235.24, none of the Material Documents prohibits the use or publication by the COMPANY, CSI any COMPANY or NEWCO VPI of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the either COMPANY from freely providing services to any other customer or potential customer of the such COMPANY, CSI, NEWCO VPI or any Other Founding Company.

No Violations. The No COMPANY is not in violation of any Charter Document. Neither the No COMPANY nor, to the knowledge of the any COMPANY, any other party thereto, thereto is in material default under any lease, instrument, agreement, license, or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16, or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents")) in any manner that could result in a Material Adverse Effect; and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY COMPANIES under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the any COMPANY, CSI the PARENT or NEWCO ACQUISITION CORP. of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the any COMPANY from freely providing services to any other customer or potential customer of the any COMPANY, CSIthe PARENT, NEWCO ACQUISITION CORP. or any Other Founding Company.

No Violations. The COMPANY is not in violation of any Charter Document. Neither the COMPANY nor, to the best knowledge and belief of COMPANY and the COMPANYSTOCKHOLDERS after due inquiry, any other party thereto, is in material default under any lease, instrument, agreement, license, license or permit set forth on Schedule 5.12, 5.13, 5.14, 5.15 or 5.16Schedules 5.12 through 5.19 (inclusive), or any other material agreement to which it is a party or by which its properties are bound (the "Material Documents"); and, except as set forth in Schedule 5.23, (a) the rights and benefits of the COMPANY under the Material Documents will not be materially adversely affected by the transactions contemplated hereby and (b) the execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of any of the Material Documents or the Charter Documents. Except as set forth on Schedule 5.23, none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or cancellation, acceleration or loss of any right or benefitbenefit arising thereunder. Except as set forth on Schedule 5.23, none of the Material Documents prohibits the use or publication by the COMPANY, CSI MARINEMAX or NEWCO of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the COMPANY from freely providing services to any other customer or potential customer of the COMPANY, CSI, NEWCO or any Other Founding Company.providing