Common use of COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC Clause in Contracts

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation of any term of the Articles or Bylaws, nor is the Company in violation of or in default in any material respect under the terms of any mortgage, indenture, contract, agreement, instrument, judgment or decree, the violation of which would have a material adverse effect on the Company as a whole, and to the knowledge of the Company, is not in violation of any order, statute, rule or regulation applicable to the Company, the violation of which would have a material adverse effect on the Company. The execution, delivery and performance of and compliance with this Agreement or the Rights Agreement, and the issuance and sale of the Preferred Shares will not (a) result in any such violation, or (b) be in conflict with or constitute a default under any such term, or (c) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. To the knowledge of the Company, there is no such term which materially adversely affects, or, so far as the Company may now foresee, in the future may materially adversely affect, the business, condition, affairs or operations of the Company or any of its properties or assets.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company ------------------------------------------------------- is not in violation of any term of the Articles its Certificate of Incorporation or Bylaws, nor is the Company in violation of or in default in any material respect under the terms of any mortgage, indenture, contract, agreement, instrument, judgment or decree, the violation of which would have a material adverse effect on the Company as a whole, and to the best knowledge of the Company, is not in violation of any order, statute, rule or regulation applicable to the Company, the violation of which would have a material adverse effect on the Company. The execution, delivery and performance of and compliance with this Agreement or and the Rights Agreement, Amendment and the issuance and sale of the Preferred Series A Shares will not (a) result in any such violation, or (b) be in conflict with or constitute a default under any such term, or (c) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. To the best knowledge of the Company, there is no such term or any such order, statute, rule or regulation which materially adversely affects, or, so far as the Company may now foresee, or in the future may materially adversely affect, the business, prospects, condition, affairs or operations of the Company or any of its properties or assets.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation of any term of the Restated Articles or Bylawsthe By-Laws, nor is the Company in violation of or in default in any material respect under the terms of any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, the violation of which would have a material adverse effect on the Company as a whole, and to the knowledge best of the Companyits knowledge, is not in violation of any order, statute, rule or regulation applicable to the Company, the which violation of which reasonably would be expected to have a material adverse effect on the Company's business, condition (financial or otherwise), prospects or operations. The execution, delivery and performance of and compliance with this Agreement or the Rights Agreement, Transaction Documents and the issuance and sale of the Preferred Shares, the Warrants and the Common Stock issuable upon conversion of the Shares and the exercise of the Warrants, as the case may be, have not resulted and will not (a) result in any such violationviolation of, or (b) be in conflict with with, or constitute a default under any such termunder, or (c) result in the creation of of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. To the knowledge of the Company, and there is no such term violation or default or event that, with the passage of time or giving of notice or both, would constitute a violation or default which materially and adversely affects, or, so far as affects the Company may now foresee, in the future may materially adversely affect, the Company's business, conditioncondition (financial or otherwise), affairs prospects or operations of the Company or any of its properties or assetsoperations.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company ------------------------------------------------------- is not in violation of any term of the its Articles or Bylaws, nor is the Company in violation of or in default in any material respect under the terms of any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment or decree, the violation of which would have a material adverse effect on the Company as a whole, and to the best of its knowledge of the Company, is not in violation of any order, statute, rule or regulation applicable to the Company, the Company where such violation of which would have a material adverse effect on materially and adversely affect the Company. The execution, delivery and performance of and compliance with this Agreement or the Rights Agreement, and the issuance and sale of the Preferred Shares and the Common Stock issuable upon conversion of the Preferred, have not resulted and will not (a) result in any such violationmaterial violation of, or (b) be in conflict with with, or constitute a material default under under, the Company's Articles or Bylaws or any such term, of its material agreements or (c) result in the creation of of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. To the knowledge of the Company, and there is no such term violation or default which materially and adversely affects, or, so far as affects the Company may now foresee, in the future may materially adversely affect, the business, condition, affairs or operations business of the Company or any of its properties or assets.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The -------------------------------------------------------- Company is not in violation of any term of the its Restated Articles or Bylaws, nor is the Company in violation of or in default in any material respect under the terms of any mortgage, indenture, contract, agreement, instrument, judgment or decree, the violation of which would have a material adverse effect on the Company as a wholeCompany, and to the best knowledge of the Company, Company is not in violation of any order, statute, rule or regulation applicable to the Company, the violation of which would have a material adverse effect on the Company. The execution, delivery and performance of and compliance with this Agreement or the Rights Agreement, and the issuance and sale of the Preferred Shares and the issuance of the Common Shares upon conversion of the Preferred Shares will not (a) result in any such violation, or (b) be in conflict with or constitute a default under any such term, or (c) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. To the best knowledge of the Company, there is no such term which materially adversely affects, or, so far as the Company may now foresee, or in the future may materially adversely affect, the business, conditionprospects, conditions, affairs or operations of the Company or any of its properties or assets.

COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The -------------------------------------------------------- Company is not in violation of any term of the its Restated Articles or Bylaws, nor is the Company in violation of or in default in any material respect under the terms of any mortgage, indenture, contract, agreement, instrument, judgment or decree, the violation of which would have a material adverse effect on the Company as a wholeCompany, and to the best knowledge of the Company, Company is not in violation of any order, statute, rule or regulation applicable to the Company, the violation of which would have a material adverse effect on the Company. The execution, delivery and performance of and compliance with this Agreement or the Rights Agreement, [he issuance and sale of the Preferred Shares and the issuance and sale of the Common Shares upon conversion of the Preferred Shares will not (a) result in any such violation, or (b) be in conflict with or constitute a default under any such term, or (c) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any such term. To the best knowledge of the Company, there is no such term which materially adversely affects, or, so far as the Company may now foresee, or in the future may materially adversely affect, the business, conditionprospects, conditions, affairs or operations of the Company or any of its properties or assets.