Common use of Conflicts; Defaults Clause in Contracts

Conflicts; Defaults. (i) Except for the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation of the transactions contemplated hereby and thereby (the “Synovus Required Approvals”). (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any order, Law, contract, instrument or commitment to which Synovus or any of its Affiliates is a party or by which Synovus or any of its Affiliates is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointment.

Conflicts; Defaults. (i) Except for the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there There are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus Capital One or any of its Affiliates from, or to be given by Synovus Capital One or any of its Affiliates to, or made by Synovus Capital One or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and performance by such Synovus Capital One of this Agreement, the Purchase AgreementsAgreements to which it is a party, the Securitization Transfer Agreement and any Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby (the “Synovus Capital One Required Approvals”). (ii) Neither the execution and delivery by Synovus Capital One of this Agreement Agreement, the Ancillary Agreements or the Purchase Agreements to which it is a partyparty or the Securitization Transfer Agreement, nor the consummation by Synovus Capital One of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Synovus Required Approvals and the Synovus Capital One Required Approvals (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any order, Law, contract, instrument or commitment to which Synovus Capital One or any of its Affiliates is a party or by which Synovus Capital One or any of its Affiliates is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Synovus Capital One or any of its Affiliates or (C) except for the items specified in Section 4.1(c)(i) of the Seller Disclosure Schedule, require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus Capital One or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on SynovusCapital One’s ability to consummate the transactions contemplated hereby). Neither Synovus Capital One nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus Capital One of the transactions contemplated by this Agreement and such Purchase AgreementsAgreements and such Securitization Transfer Agreement. No receiver or conservator has been appointed for Synovus Capital One nor has any proceeding been instituted or, to the Knowledge of SynovusCapital One, threatened for such appointment.

Conflicts; Defaults. (a) The execution and delivery of this Agreement and the other agreements and instruments executed or to be executed in connection herewith by Fireline and Shareholder do not, and the performance by Fireline and Shareholder of their respective obligations hereunder and thereunder and the consummation by Fireline and Shareholder of the transactions contemplated hereby or thereby, will not (i) Except for the items specified in Schedule 4.3(c)(i) violate, conflict with, or constitute a breach or default under any of the Synovus Disclosure Scheduleterms of Fireline's organizational documents, there are no consentsall written agreements, approvalscontracts, waiversgovernment contracts, registrationssales commitments, permitspurchase orders, authorizationscustomer commitments, notices security agreements or filings required instruments and undertakings entered into in the ordinary course of the Business (collectively, the "Acquired Contracts"), or any License, patent, trademark, copyright or other Intellectual Property right of Fireline, any Warranty, Personal Property Lease, Real Property Lease or any other obligation under or with respect to be obtained the Fireline Assets, (ii) result in the creation or imposition of any Liens in favor of any third party upon any of the Fireline Shares, the Fireline Assets or the Business, (iii) violate or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of any Governmental Authority affecting the Business, the Fireline Shares or the Fireline Assets, or (iv) conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by Synovus which Fireline or Shareholder or any of its Affiliates fromtheir respective assets or properties are bound or affected, or give any third party (A) the right to be given terminate, cancel, modify or accelerate any obligation under, any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by Synovus which Fireline or Shareholder or any of its Affiliates totheir respective assets or properties are bound or affected, or made (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by Synovus which Fireline or Shareholder or any of its Affiliates withtheir respective assets or properties are bound or affected. There is no pending or, to the best knowledge of Fireline and Shareholder, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority, involving the consummation of the transactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to acquire or own the Fireline Shares or the right of Purchaser to operate the Business in substantially the manner in which it currently is operated. Fireline has not received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected. (b) Except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), and any filings as required by the Florida Business Corporations Act, and except as set forth on Schedule 4.07(b), Fireline and Shareholder are not required to prepare or submit any application, notice, report or other filing with, or obtain any consent, authorization, approval, registration or confirmation from, any Governmental Authority or third party in connection with the execution, delivery and or performance by such Synovus of this Agreement, the Purchase Agreements, Agreement by Fireline and Shareholder and the consummation of the transactions contemplated hereby and thereby (the “Synovus Required Approvals”)hereby. (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any order, Law, contract, instrument or commitment to which Synovus or any of its Affiliates is a party or by which Synovus or any of its Affiliates is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointment.

Conflicts; Defaults. (i) Except for the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation of the transactions contemplated hereby and thereby (the “Synovus Required Approvals”). (ii) Neither the execution and delivery by Synovus of this Agreement and the other agreements and instruments executed in connection herewith by Buffton, Summatronix or the Purchase Agreements to which it is a partyCTI, nor the consummation performance by Synovus Buffton, Summatronix or CTI of the transactions contemplated hereby and thereby willor thereby, (assuming the receipt requisite number of stockholders of Buffton approve the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals transactions) will (A) violate, conflict with, result in the breach of, or constitute a default under, or accelerate the performance required by, any of the terms of Buffton's, Summatronix's or CTI's Certificate of Incorporation or By-Laws, or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, Lawsecurity agreement, contractmortgage, instrument note, deed, lien, lease, agreement, instrument, order, judgment or commitment decree relating to which Synovus the Business or any of its Affiliates is a party the Acquired Assets, or by which Synovus Buffton, Summatronix, CTI or any of its Affiliates is the Acquired Assets are bound; , including the Assumed Contracts, (B) violate result in the articles creation or imposition of incorporation any Liens in favor of any third person or bylaws or any other equivalent organizational document of Synovus or entity upon any of its Affiliates or the Acquired Assets, (C) require violate any consentlaw, approvalstatute, waiverjudgment, registrationdecree, permitorder, authorizationrule or regulation of any Governmental Authority, or (D) constitute an event which, after notice or filing lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens. (ii) Buffton, Summatronix and CTI are not, as of the date of this Agreement, in violation of or in default under any Lawtheir respective Certificates of Incorporation or By-Laws, permit, license or agreement to which Synovus or any provision of its Affiliates any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement, instrument, order, judgment or decree relating to the Business or the Acquired Assets, or by which Buffton, Summatronix, CTI or the Acquired Assets is a party (bound other than (1) approvals of Governmental Authorities, if any, violations or defaults which have been obtained and (2) items in clauses (A) and (C), that would will not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor Business or the Acquired Assets, including the Assumed Contracts, or in the payment of any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver CTI's monetary obligations or conservator has been appointed for Synovus nor has any proceeding been instituted ordebts, and, to the Knowledge best of SynovusBuffton's, threatened for Summatronix's and CTI's knowledge, there exists no condition or event which, after notice or lapse of time or both, would result in any such appointmentviolation or default other than violations or defaults which will not have a material adverse effect on the Business or the Acquired Assets.

Conflicts; Defaults. (i) Except for The execution and delivery of this Agreement and the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with herewith by Seller and the execution, delivery and performance by such Synovus of this Agreement, the Purchase AgreementsShareholders do not, and the performance by Seller and the Shareholders of their respective obligations hereunder and thereunder and the consummation by Seller and the Shareholders of the transactions contemplated hereby and thereby or thereby, will not (i) violate, conflict with, or constitute a breach or default under any of the “Synovus Required Approvals”). terms of Seller's organizational documents, or any License, patent, trademark, copyright or other intellectual property right of Seller, any Warranty, Documentary Information, Acquired Contract, Personal Property Lease or any other obligation under or with respect to the Acquired Assets, (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the creation or imposition of any Liens in favor of any third party upon any of the Acquired Assets or the Business, (iii) violate or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of any Governmental Authority affecting the Business or the Acquired Assets, or (iv) conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute a default an event of default) under, or give any third party the right to terminate, cancel or accelerate the performance required byany obligation under, the terms any contract, agreement, note, deed of any trust, indenture, order, Law, contract, instrument judgment or commitment decree to which Synovus Seller or any of its Affiliates either Shareholder is a party or by which Synovus Seller or either Shareholder or any of its Affiliates their respective assets or properties are bound or affected. There is bound; (B) violate no pending or, to the articles best knowledge of incorporation Seller and Shareholders, threatened action, suit, claim, proceeding, inquiry or bylaws investigation before or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with by any Governmental Authority which would prevent Authority, involving the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, that might reasonably be expected to affect the Knowledge right of Synovus, threatened for such appointmentPurchaser to acquire or own the Acquired Assets or the right of Purchaser to operate the Business in substantially the manner in which it currently is operated.

Conflicts; Defaults. (i) Except for The execution and delivery of this Agreement and the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with the execution, delivery and performance herewith by such Synovus of this Agreement, the Purchase AgreementsSeller do not, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby or thereby, will not (i) violate, conflict with, or constitute a breach or default under any of the “Synovus terms of Seller's Articles of Incorporation or Bylaws, or except for the Required Approvals”). Consents, any Permit, patent, trademark, copyright or other intellectual property right of Seller, Warranties, Documentary Information, Acquired Contract or Personal Property Lease or any other obligation under or with respect to the Acquired Assets, (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the creation or imposition of any Liens in favor of any third party upon any of the Acquired Assets or the Business, (iii) violate or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to, any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of any Governmental Authority affecting the Business or the Acquired Assets; or (iv) except as set forth on Schedule 4.03, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute a default an event of default) under, or give any third party the right to terminate, cancel or accelerate the performance required byany obligation under, the terms any contract, agreement, note, bond, guarantee, deed of any trust, loan agreement, mortgage, license, lease, indenture, instrument, order, Lawarbitration award, contract, instrument judgment or commitment decree to which Synovus or any of its Affiliates Seller is a party or by which Synovus Seller or any of its Affiliates assets or properties are bound or affected, including, without limitation, the Acquired Assets. There is bound; (B) violate no pending or, to the articles best knowledge of incorporation Seller , threatened action, suit, claim, proceeding, inquiry or bylaws investigation before or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with by any Governmental Authority which would Authority, involving or to restrain or prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, that might reasonably be expected to affect the Knowledge right of Synovus, threatened for such appointmentPurchaser to acquire or own the Acquired Assets or the right of Purchaser to operate the Business in substantially the manner in which it currently is operated.

Conflicts; Defaults. Neither the execution and delivery of this Agreement or the Buyer Agreements by Buyer, nor the performance of its obligations hereunder and thereunder or the transactions contemplated hereby or thereby, will (i) Except for the items specified conflict with or result in Schedule 4.3(c)(i) a violation of the Synovus Disclosure Schedulecertificate of incorporation or by-laws of Buyer or (ii) conflict with, there are or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture, security agreement, mortgage, lease or other contract or instrument to which Buyer is a party, or result in a violation of any law, rule, regulation, order, judgment writ, injunction or decree (including federal and state securities laws and regulations and the rules and regulations of the principal market or exchange on which the Common Stock is traded or listed) applicable to Buyer or by which any property or asset of Buyer is bound or affected. Buyer is not subject to any Buyer Material Adverse Effect as a result of a violation of any term of or in default under its certificate of incorporation or by-laws, or any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, law, rule, regulation, writ, injunction, decree or order or any statute, rule or regulation of any Governmental Authority applicable to Buyer. Other than in connection, or in compliance, with the provisions of the HSR Act, and except as specifically contemplated by this Agreement and as required under the 1933 Act (including, without limitation, as provided in the Registration Rights Agreement), no consents, novations, approvals, waiversfilings, registrationsauthorizations or other requirements prescribed by any law, permitsrule, authorizationsregulation, notices agreement or filings required to permit must be obtained or satisfied by Synovus Buyer in order for it to execute, deliver or perform any of its Affiliates from, obligations under or to be given contemplated by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and Registration Rights Agreement or the Convertible Note or for the consummation of the transactions contemplated hereby and thereby (the “Synovus Required Approvals”)or thereby. (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any order, Law, contract, instrument or commitment to which Synovus or any of its Affiliates is a party or by which Synovus or any of its Affiliates is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointment.

Conflicts; Defaults. (i) Except for as set forth on Schedule 4.1(e), neither the items specified in Schedule 4.3(c)(i) execution and delivery of this Agreement and the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with herewith by Heat-N-Glo, nor the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation Heat-N-Glo of the transactions contemplated hereby and thereby or thereby, will (the “Synovus Required Approvals”). (iii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a partyviolate, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, or constitute a default under, or accelerate the performance required by, any of the terms of Heat-N-Glo's Articles of Incorporation or Heat-N-Glo's By-Laws, or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, or any order, Lawjudgment or decree, contractrelating to the Business or the assets of Heat-N-Glo, instrument or commitment to by which Synovus Heat-N-Glo or any of its Affiliates assets are bound, (ii) result in the creation or imposition of any Liens (as hereinafter defined) in favor of any other individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company or Governmental Authority (as hereinafter defined) (collectively, "Person") upon any assets of Heat-N-Glo, (iii) violate any law, statute, judgment, decree, order, code, ordinance, rule or regulation (collectively, "Laws") of any foreign, United States, state or local governmental entity or municipality or subdivision thereof or any authority, department, commission, board, bureau, agency, court or instrumentality (collectively, "Governmental Authorities"), (iv) constitute an event which, after notice or lapse of time or otherwise would result in such violation, conflict, default, acceleration, or creation or imposition of Liens (as hereinafter defined), or (v) constitute an event which, after notice of lapse of time or otherwise would create, or cause to be exercisable or enforceable, any option, agreement or right of any kind to purchase any of Heat-N-Glo's assets or any of the HNG Shares. No consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Heatilator following the Closing of any Contract (as hereinafter defined). Heat- N-Glo is a party not in violation of or in default under its Articles of Incorporation or By-Laws, or any provision of any contract, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, or any order, judgment or decree, relating to the Business or the assets of Heat-N-Glo, or by which Synovus Heat-N-Glo or any of its Affiliates assets is bound; (B) violate , or in the articles payment of incorporation or bylaws or any other equivalent organizational document of Synovus or any of its Affiliates Heat-N- Glo's monetary obligations or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted ordebts and, to the Knowledge knowledge of SynovusHeat-N-Glo, threatened for there exists no condition or event which, after notice or lapse of time or both would result in any such appointmentviolation or default.

Conflicts; Defaults. (i) Except for The execution and delivery of this Agreement and the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with the execution, delivery and performance herewith by such Synovus of this Agreement, the Purchase AgreementsSeller do not, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby or thereby, will not as of the Closing Date (i) violate, conflict with, or constitute a breach or default under any of the “Synovus terms of Seller’s organizational documents, or except for the Required Approvals”). Consents, any License, patent, trademark, copyright or other intellectual property right of Seller, Warranty, Documentary Information, Acquired Contract, Personal Property Lease or Real Property Lease or any other obligation under or with respect to the Acquired Assets, (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the creation or imposition of any Liens in favor of any third party upon any of the Acquired Assets or the Business, (iii) violate or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to, any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of any Governmental Authority affecting the Business or the Acquired Assets; or (iv) conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute a default an event of default) under, or give any third party the right to terminate, cancel or accelerate the performance required byany obligation under, the terms any contract, agreement, note, bond, guarantee, deed of any trust, loan agreement, mortgage, license, lease, indenture, instrument, order, Lawarbitration award, contract, instrument judgment or commitment decree to which Synovus or any of its Affiliates Seller is a party or by which Synovus Seller or any of its Affiliates assets or properties are bound or affected, including, without limitation, the Acquired Assets. There is bound; (B) violate no pending or, to the articles best knowledge of incorporation Seller, threatened action, suit, claim, proceeding, inquiry or bylaws investigation before or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with by any Governmental Authority which would Authority, involving or to restrain or prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, that might reasonably be expected to affect the Knowledge right of Synovus, threatened for such appointmentPurchaser to acquire or own the Acquired Assets or the right of Purchaser to operate the Business in substantially the manner in which it currently is operated.

Conflicts; Defaults. (i) Except for the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation of the transactions contemplated hereby and thereby (the “Synovus Required Approvals”). (ii) Neither the execution and delivery by Synovus of this Agreement or and the Purchase Agreements to which it is a partyother agreements and instruments executed in connection herewith by Seller, nor the consummation performance by Synovus Seller of the transactions contemplated hereby and thereby willor thereby, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals will (A) violate, conflict with, result in the breach of, or constitute a default under, or accelerate the performance required by, any of the terms of Seller's Certificate of Incorporation or Memorandum and Articles of Association, or any provisions thereof, or subject to obtaining any Required Consent (as defined in Section 5.1(v)), result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, Lawsecurity agreement, contractmortgage, instrument note, deed, lien, lease, agreement, instrument, order, judgment or commitment decree relating to which Synovus the Business or any of its Affiliates is a party the Acquired Assets or by which Synovus Seller or any the Acquired Assets are bound, including the Contracts (save in each case as may result from the requirement to obtain the appropriate landlords' consent for the assignment of its Affiliates is bound; the Leased Real Property) (B) violate result in the articles creation or imposition of incorporation any Liens in favor of any third person or bylaws or any other equivalent organizational document of Synovus or entity upon any of its Affiliates or the Acquired Assets, (C) require violate any consentlaw, approvalstatute, waiverjudgment, registrationdecree, permitorder, authorizationrule or regulation of any Governmental Authority, or (D) constitute an event which, after notice or filing lapse of time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens. (ii) Seller is not, as of the date of this Agreement, in violation of or in default under any Lawits Certificate of Incorporation or Memorandum and Articles of Association, permit, license or agreement to which Synovus or any provision of its Affiliates any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement, instrument, order, judgment or decree relating to the Business or the Acquired Assets or by which Seller or the Acquired Assets is a party bound including the Contracts (other than (1) approvals arising out of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (Cany requirement to obtain landlords' consent for the assignment of the Leased Real Property), that would not have a material adverse effect on Synovus’s ability to consummate or in the transactions contemplated hereby). Neither Synovus nor payment of any of its Affiliates is subject to Seller's monetary obligations or debts, and there exists no condition or event which, after notice or lapse of time or both, would result in any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver violation or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointmentdefault.

Conflicts; Defaults. (i) Except for The execution and delivery of this Agreement and the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with the execution, delivery and performance herewith by such Synovus of this Agreement, the Purchase AgreementsPurchaser do not, and the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby or thereby, will not (i) violate, conflict with, or constitute a breach or default under any of the “Synovus Required Approvals”). terms of Purchaser's Articles of Incorporation or Bylaws; (ii) Neither the execution and delivery by Synovus violate or require any authorization, approval, consent or other action by, or registration, declaration or filing with or notice to, any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of this Agreement any Governmental Authority; or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (Aiii) conflict with, with or result in the a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute a default an event of default) under, or give any third party the right to terminate, cancel or accelerate the performance required byany obligation under, the terms any contract, agreement, note, bond, guarantee, deed of any trust, loan agreement, mortgage, license, lease, indenture, instrument, order, Lawarbitration award, contract, instrument judgment or commitment decree to which Synovus or any of its Affiliates Purchaser is a party or by which Synovus Purchaser or any of its Affiliates assets or properties are bound or affected. There is bound; (B) violate no pending or, to the articles best knowledge of incorporation Purchaser, threatened action, suit, claim, proceeding, inquiry or bylaws investigation before or by any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability involving or to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would restrain or prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, that might reasonably be expected to affect the Knowledge right of Synovus, threatened for such appointmentPurchaser to purchase the Acquired Assets.

Conflicts; Defaults. (iExcept as set forth on Section 4.1(d) Except for to the items specified in Disclosure Schedule 4.3(c)(i) entitled "Conflicts; Defaults," to the best of Seller's and ▇▇▇▇▇▇'▇ knowledge, neither the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any execution and delivery of its Affiliates from, this Agreement and the other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with herewith by Seller or ▇▇▇▇▇▇, nor the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation Seller or ▇▇▇▇▇▇ of the transactions contemplated hereby and thereby or thereby, will (the “Synovus Required Approvals”). (iii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a partyviolate, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, or constitute a default under, or accelerate the performance required by, any of the terms of Seller's Articles of Incorporation, or Seller's By-Laws, or any provisions of, or result in the acceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including, without limitation, the Contracts, or any order, Lawjudgment or decree, contractrelating to the Business or the Acquired Assets, instrument or commitment to which Synovus or any of its Affiliates is a party or by which Synovus Seller or the Acquired Assets are bound, (ii) result in the creation or imposition of any Liens, except for Permitted Liens, in favor of any third Person or entity upon any of the Acquired Assets, (iii) violate any law, statute, judgment, decree, order, rule or regulation ("Laws") of any foreign, United States, state or local governmental entity or municipality or subdivision thereof or any authority, department, commission, board, bureau, agency, court or instrumentality (collectively, "Governmental Authorities"), (iv) constitute an event which, after notice or lapse or time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of its Affiliates is bound; Liens, except for Permitted Liens, (Bv) violate the articles constitute an event which, after notice of incorporation lapse of time or bylaws otherwise would create, or cause to be exercisable or enforceable, any other equivalent organizational document option, agreement or right of Synovus or any kind to purchase any of its Affiliates the Acquired Assets, except for such violations, conflicts, defaults, impositions, accelerations, events or Liens (Cother than with respect to Seller's Articles of Incorporation and Bylaws) require any which would not reasonably be expected to have individually or in the aggregate, a Material Adverse Change. Except as set forth on Section 4.1(d) to the Disclosure Schedule entitled "Conflicts; Defaults," to the best of Seller's and ▇▇▇▇▇▇'▇ knowledge, no consent, novation, approval, waiverfiling or authorization will be required to be obtained or satisfied for the continued performance by Buyer following the Closing of any contract, registrationagreement, permitcommitment or undertaking included in the Acquired Assets. Except as set forth on Section 4.1(d) to the Disclosure Schedule entitled "Conflicts; Defaults," to the best of Seller's and ▇▇▇▇▇▇'▇ knowledge, authorizationSeller is not in violation of or in default under its Articles of Incorporation or Bylaws, or any provision of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Business or the Acquired Assets, or by which the Business or the Acquired Assets is bound, or in the payment of any of Seller's monetary obligations or debts relating to the Business, and there exists no condition or event which, after notice or filing under lapse of time or both, would result in any Lawsuch violation or default, permitexcept for such violations, license defaults, conditions or agreement to which Synovus or any of its Affiliates is a party events (other than (1with respect to Seller's Articles of Incorporation and Bylaws) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not reasonably be expected to have individually or in the aggregate a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointmentMaterial Adverse Change.

Conflicts; Defaults. (i) Except for the items specified in Schedule 4.3(c)(i) of the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation of the transactions contemplated hereby and thereby (the “Synovus Required Approvals”). (ii) Neither the execution and delivery by Synovus of this Agreement and the other agreements and instruments executed or the Purchase Agreements to which it is a partybe executed in connection herewith by Seller or Stockholders, nor the consummation performance by Synovus Seller or Stockholders of the transactions contemplated hereby and thereby willor thereby, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals will (A) violate, conflict with, result in the breach of, or constitute a default under, any of the terms of Seller's Certificate of Incorporation, or accelerate Seller's Bylaws, or any provisions of, or result in the performance required byacceleration of any obligation under, any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including, without limitation, the terms Contracts, or any order, judgment or decree, relating to the Business or the Acquired Assets, or by which Seller or the Acquired Assets are bound, (B) result in the creation or imposition of any Liens or claims in favor of any third Person or entity upon any of the Acquired Assets, (C) violate any law, statute, judgment, decree, order, rule or regulation of any Governmental Authority, (D) constitute an event which, after notice or lapse or time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or claims, or (E) constitute an event which, after notice of lapse of time or otherwise would create, or cause to be exercisable or enforceable, any option, agreement or right of any kind to purchase any of the Acquired Assets. No consent, novation, approval, filing or authorization will be required to be obtained or satisfied for the continued performance by Buyer following the Closing of any contract, agreement, commitment or undertaking included in the Acquired Assets. (ii) Seller is not in violation of or in default under its Certificate of Incorporation or Bylaws. (iii) Seller is not in violation of or in default of any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any of Seller's monetary obligations or debts relating to the Business, and there exists no condition or event which, after notice or lapse of time or both, would result in any such violation or default. (iv) Seller is not in violation of or in default of any order, Lawjudgment or decree, contractrelating to the Business or the Acquired Assets, instrument or commitment to which Synovus or any of its Affiliates is a party or by which Synovus Seller or any of its Affiliates the Acquired Assets is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointment.

Conflicts; Defaults. (a) The execution or delivery by the Company of this Agreement, and, immediately after the consummation of the Recapitalization, the execution or delivery by the Company of the Volvo Operating Agreement and the Supplemental Indenture and the consummation of the transactions contemplated hereby or thereby, will not (i) Except for the items specified conflict with, result in Schedule 4.3(c)(i) a breach of the Synovus Disclosure Scheduleprovisions of, there are no consentsor constitute a default, approvalsan event of default or an event creating rights of acceleration, waiverstermination or cancellation or a loss of rights, registrations, permits, authorizations, notices or filings required to be obtained by Synovus result in the creation or imposition of any encumbrance upon any of the assets of the Company or any of its Affiliates fromsubsidiaries, or under the Company's Certificate of Limited Partnership, the Partnership Agreement, the organizational documents of any subsidiary of the Company, any other material agreement to be given by Synovus which the Company or any of its Affiliates tosubsidiaries is a party or, to the Knowledge of the Company, any material statute, other law or regulatory provision affecting any of them, or made (ii) require the approval, consent or authorization of, or the making of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body, by Synovus or on behalf of the Company or any of its Affiliates withsubsidiaries, any Governmental Authority, in connection except for (a) the filing of appropriate documents with the executionSEC under the Securities Act or the Exchange Act and with the DOJ and the FTC, if any, (b) those matters set forth in Schedule 3.4 hereto and (c) such conflicts, breaches, defaults, events, ------------ creations, impositions, approvals, consents, declarations, filings or authorizations, which would not reasonably be expected to have a Material Adverse Effect. (b) The execution or delivery by the Company of the Mobil Fueling Agreement and performance by such Synovus the Mobil Lube Agreement immediately after the consummation of this Agreement, the Purchase AgreementsRecapitalization, and the consummation of the transactions contemplated hereby and thereby thereby, will not (the “Synovus Required Approvals”). (ii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a party, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (Ai) conflict with, result in a breach of the breach provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, termination or cancellation or a loss of rights, or accelerate result in the performance required by, the terms creation or imposition of any order, Law, contract, instrument or commitment to which Synovus encumbrance upon any of the assets of the Company or any of its Affiliates is a party or by which Synovus or subsidiaries, under the Company's Certificate of Limited Partnership, the Partnership Agreement, the organizational documents of any of its Affiliates is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Synovus or any of its Affiliates or (C) require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus subsidiary of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted Company or, to the Knowledge of Synovusthe Company, threatened any other material agreement to which the Company or any of its subsidiaries is a party or any material statute, other law or regulatory provision affecting any of them, or (ii) require the approval, consent or authorization of, or the making of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body, by or on behalf of the Company or any of its subsidiaries, except for (a) the filing of appropriate documents with the SEC under the Securities Act or the Exchange Act and with the DOJ and the FTC, if any, (b) those matters set forth in Schedule 3.4 hereto and (c) such appointmentconflicts, breaches, defaults, events, ------------ creations, impositions, approvals, consents, declarations, filings or authorizations, which would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Defaults. (i) Except for Neither the items specified in Schedule 4.3(c)(i) execution and delivery of this Agreement and the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with herewith by any Seller, nor the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation Sellers of the transactions contemplated hereby and thereby or thereby, will (the “Synovus Required Approvals”). (iii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a partyviolate, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, or constitute a default under, or accelerate the performance required by, any of the terms of any Company's Articles of Incorporation or By-Laws, (ii) except for any default arising solely from the failure to obtain any Consent other than any Required Consent, violate, conflict with, or constitute a default under any provisions of, or result in the acceleration of any obligation under, (x) the Contracts, (y) any order, Lawjudgment or decree, contractrelating to the Business, instrument the Allied Assets or commitment to which Synovus the Acquired Assets or any of its Affiliates is a party the Allied Shares, or by which Synovus any Company, the Allied Assets or the Acquired Assets or the Allied Shares are bound, or (z) any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, relating to the Business, the Allied Assets or the Acquired Assets or the Allied Shares, or by which any Company, the Allied Assets or the Acquired Assets or the Allied Shares are bound, which violation, conflict, default or acceleration described in this clause (z) would result in a Material Adverse Effect upon the Companies, taken as a whole, (iii) result in the creation or imposition of any Liens or Claims in favor of any third Person or entity upon any of its Affiliates is bound; the Allied Assets or the Acquired Assets or the Allied Shares, (Biv) violate the articles any law, statute, judgment, decree, order, rule or regulation of incorporation any Governmental Authority, (v) constitute an event which, after notice or bylaws lapse or time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (vi) constitute an event which, after notice of lapse of time or otherwise would create, or cause to be exercisable or enforceable, any other equivalent organizational document option, agreement or right of Synovus or any kind to purchase any of its Affiliates the Allied Assets or (C) require any Acquired Assets or the Allied Shares. Except as set forth in the Schedule entitled "Assignment and Consents", no consent, novation, approval, waiverfiling or authorization will be required to be obtained or satisfied for the continued performance by Buyer following the Closing of any contract, registrationagreement, permitcommitment or undertaking included in the Allied Assets or Acquired Assets. No Company is in violation of or in default under its Articles of Incorporation or Bylaws. No Company is in violation of or in default under or any provision of (x) the Contracts, authorization(y) any order, judgment or decree, relating to the Business, the Allied Assets or the Acquired Assets or the Allied Shares, or by which any Company, the Allied Assets or the Acquired Assets or the Allied Shares are bound, or (z) any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Business, the Allied Assets or the Acquired Assets, or by which Sellers, the Allied Assets or the Acquired Assets or the Allied Shares is bound described in this clause (z), which violation or default would result in a Material Adverse Effect upon the Companies, taken as a whole, or in the payment of any monetary obligations or debts relating to the Business, and there exists no condition or event which, after notice or filing under lapse of time or both, would result in any Law, permit, license such violation or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointmentdefault.

Conflicts; Defaults. (i) Except for Neither the items specified in Schedule 4.3(c)(i) execution and delivery of this Agreement and the Synovus Disclosure Schedule, there are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Synovus or any of its Affiliates from, other agreements and instruments executed or to be given by Synovus or any of its Affiliates to, or made by Synovus or any of its Affiliates with, any Governmental Authority, executed in connection with herewith by any Seller, nor the execution, delivery and performance by such Synovus of this Agreement, the Purchase Agreements, and the consummation Sellers of the transactions contemplated hereby and thereby or thereby, will (the “Synovus Required Approvals”). (iii) Neither the execution and delivery by Synovus of this Agreement or the Purchase Agreements to which it is a partyviolate, nor the consummation by Synovus of the transactions contemplated hereby and thereby will, assuming the receipt of the Seller Required Approvals, the Capital One Required Approvals and the Synovus Required Approvals (A) conflict with, result in the breach of, or constitute a default under, or accelerate the performance required by, any of the terms of any Company's Articles of Incorporation or By-Laws, (ii) except for any default arising solely from the failure to obtain any Consent other than any Required Consent, violate, conflict with, or constitute a default under any provisions of, or result in the acceleration of any obligation under, (x) the Contracts, (y) any order, Lawjudgment or decree, contractrelating to the Business or the Acquired Assets, instrument or commitment to which Synovus or any of its Affiliates is a party or by which Synovus any Company or the Acquired Assets are bound, or (z) any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, relating to the Business or the Acquired Assets, or by which any Company or the Acquired Assets are bound, which violation, conflict, default or acceleration described in this clause (z) would result in a Material Adverse Effect upon the Companies, taken as a whole, (iii) result in the creation or imposition of any Liens or restrictions, liens, encumbrances, claims (including any "adverse claim" as such term is defined in the Uniform Commercial Code), options, calls, pledges, trusts and other commitments, agreements or arrangements (collectively, "Claims") in favor of any third Person or entity upon any of its Affiliates is bound; the Acquired Assets, (Biv) violate the articles any law, statute, judgment, decree, order, rule or regulation of incorporation any Governmental Authority, (v) constitute an event which, after notice or bylaws lapse or time or both, would result in such violation, conflict, default, acceleration, or creation or imposition of Liens or Claims, (vi) constitute an event which, after notice of lapse of time or otherwise would create, or cause to be exercisable or enforceable, any other equivalent organizational document option, agreement or right of Synovus or any kind to purchase any of its Affiliates or (C) require any the Acquired Assets. Except as set forth in the Schedule entitled "Assignment and Consents", no consent, novation, approval, waiverfiling or authorization will be required to be obtained or satisfied for the continued performance by Buyer following the Closing of any contract, registrationagreement, permitcommitment or undertaking included in the Acquired Assets. No Company is in violation of or in default under its Articles of Incorporation or Bylaws. No Company is in violation of or in default under or any provision of (x) the Contracts, authorization(y) any order, judgment or decree, relating to the Business, or the Acquired Assets, or by which any Company, or the Acquired Assets are bound, or (z) any contract, sales commitment, license, purchase order, security agreement, mortgage, note, deed, lien, lease, agreement or instrument, including without limitation, the Contracts, or any order, judgment or decree, relating to the Business or the Acquired Assets, or by which Sellers or the Acquired Assets is bound described in this clause (z), which violation or default would result in a Material Adverse Effect upon the Companies, taken as a whole, or in the payment of any monetary obligations or debts relating to the Business, and there exists no condition or event which, after notice or filing under lapse of time or both, would result in any Law, permit, license such violation or agreement to which Synovus or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Synovus’s ability to consummate the transactions contemplated hereby). Neither Synovus nor any of its Affiliates is subject to any agreement with any Governmental Authority which would prevent the consummation by Synovus of the transactions contemplated by this Agreement and such Purchase Agreements. No receiver or conservator has been appointed for Synovus nor has any proceeding been instituted or, to the Knowledge of Synovus, threatened for such appointmentdefault.