Common use of No Breach of Statute or Contract Clause in Contracts

No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan of Share Exchange as per section 607.1102; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, nor compliance with the terms and provisions of this Agreement on the part of Acquiror will: (i) violate any provision of Acquiror’s Articles, by-laws or any other organizational documents of Acquiror, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Acquiror.

No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan of Share Exchange as per section 607.1102; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, nor compliance with the terms and provisions of this Agreement on the part of Acquiror will: (i) violate any provision of Acquiror’s Articles, by-laws or any other organizational documents of Acquiror, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Acquiror. The transactions contemplated by this Agreement will not be subject to any state takeover statute or anti-takeover provisions of Florida or California law.

No Breach of Statute or Contract. Except for: (a) matters as set forth in Schedule 4.64.4; (b) the filing of the Plan Certificate of Share Exchange as per section 607.1102Merger; (c) applicable requirements under corporation or “"blue sky” " laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by AcquirorAcquiror and Merger Sub, nor compliance with the terms and provisions of this Agreement on the part of Acquiror and Merger Sub will: (i) violate any provision of Acquiror’s Articles's and Merger Sub's Certificate, by-laws or any other organizational documents of AcquirorAcquiror and Merger Sub, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is or Merger Sub are a party or by which either of them they or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or Merger Sub or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition Company pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror a Company Material Adverse Effect or would not materially adversely affect the ability of Acquiror or Merger Sub to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the AcquirorCompany.

No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) Neither the filing execution and delivery of the Plan of Share this Exchange as per section 607.1102; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, nor compliance with the terms and provisions of this Exchange Agreement on the part of Acquiror will: the Company or the Sole Shareholder, nor the consummation of the transactions contemplated hereby, including the Exchange, will (i1) violate in any provision of Acquiror’s Articlesmaterial respect any statute, by-laws law, rule, regulation, order, license or any other organizational documents of Acquiror, as amended; (ii) require the issuance permit of any authorizationGovernmental Body, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii2) conflict with, result in the breach default or violation ofby the Company or the Sole Shareholder of any judgment, order, writ or constitutedecree of any court or administrative agency, either by itself (3) with or upon without the giving of notice or the passage of time time, or both both, breach, conflict with or result in a violation of or default under any mortgageof the terms, indenture, agreement, permit, deed conditions or provisions of trust, lease, franchise, license any material agreement or instrument to which Acquiror the Company or the Sole Shareholder is a party party, or by which either of them or any of their respective properties are or assets is or may be bound, or require any judgmentnotice thereunder, decree(4) violate any provision of the Company's Certificate of Incorporation or By-Laws, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or (5) result in the creation or imposition of any mortgagematerial Lien, pledge, lien, encumbrance or charge of any nature whatsoever upon any of the material properties or assets of the Acquiror or Acquisition pursuant to any such termCompany, except in the case of clauses (ii) or (iii6) for such violationsgive to others any claim, breaches interest or defaults whichright, including a right of termination, modification, acceleration or cancellation in, or authorizationswith respect to, licensesany material agreement or instrument. The conduct of business by the Company does not violate in any material respect any statute, consentslaw, approvalsrule, notices regulation or filings order applicable to such business. The Company has complied in all material respects with all laws, statutes, rules, regulations and orders applicable to its business, operations, properties, assets, products and services, and the failure Company has all necessary permits, licenses and other authorizations required to conduct its business in all material respects as conducted and as proposed to be conducted. There is no existing law, statute, rule, regulation or order, and the Company is not aware of any proposed law, statute, rule, regulation or order, whether Federal or state, which to obtain would prohibit or makematerially restrict the Company from, (x) would not have an Acquiror Material Adverse Effect or would not otherwise materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this AgreementCompany in, or (y) would become applicable as a result of the conducting its business or activities in any jurisdiction in which the Acquiror it is now conducting or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Acquirorconduct business.

No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan Articles of Share Exchange as per section 607.1102Merger; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by AcquirorAcquiror and Merger Sub, nor compliance with the terms and provisions of this Agreement on the part of Acquiror and Merger Sub will: (i) violate any provision of Acquiror’s and Merger Sub’s Articles, by-laws or any other organizational documents of AcquirorAcquiror and Merger Sub, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which either Acquiror or Merger Sub is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or Merger Sub or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition Merger pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror or Merger Sub to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the AcquirorAcquiror or Merger Sub.

No Breach of Statute or Contract. Except To the knowledge of any director or officer of the Company, and other than in connection with provisions of the Business Corporation Law of New York, Florida Law, Delaware Law, the Securities Exchange Act of 1934 ("Exchange Act"), as amended, the Securities Act of 1933, ("Securities Act") as amended, any state securities laws and except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan Articles of Share Exchange as per section 607.1102; (c) applicable requirements under corporation or “blue sky” laws Merger and a Certificate of various statesMerger; and (db) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, the Company nor compliance with the terms and provisions of this Agreement on the part of Acquiror the Company will: (i) violate any provision of Acquiror’s the Company's Articles, by-laws bylaws or any other organizational documents of Acquirorthe Company, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror the Company is a party or by which either of them which, to its knowledge, it or any of their its properties are is bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror the Company or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition Company pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror a Company Material Adverse Effect or would not materially adversely affect the ability of Acquiror the Company to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the AcquirorAcquiror or Merger Sub.

No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan Articles of Share Exchange as per section 607.1102Merger; (c) applicable requirements under corporation or “blue sky” laws of various states; and (d) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by Acquiror, nor compliance with the terms and provisions of this Agreement on the part of Acquiror will: (i) violate any provision of Acquiror’s Articles, by-laws or any other organizational documents of Acquiror, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition Merger pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the Acquiror.

No Breach of Statute or Contract. Except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan Certificate of Share Exchange as per section 607.1102Merger; (cb) applicable requirements under corporation or “blue sky” laws of various states; and (dc) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by AcquirorBuyer and Merger Sub, nor compliance with the terms and provisions of this Agreement on the part of Acquiror Buyer and Merger Sub will: (i) violate any provision of AcquirorBuyer’s ArticlesArticles of Incorporation and Merger Sub’s Certificate of Incorporation, by-laws or any other organizational documents of AcquirorBuyer and Merger Sub, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror either Buyer or Merger Sub is a party or by which either of them or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror Buyer or Merger Sub or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror Buyer or Acquisition Merger Sub pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Buyer Material Adverse Effect or would not materially adversely affect the ability of Acquiror Buyer or Merger Sub to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror Buyer or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the AcquirorBuyer or Merger Sub.

No Breach of Statute or Contract. Except To the knowledge of any director or officer of the Acquiror, and other than in connection with provisions of Florida Law, Delaware Law, the Exchange Act, the Securities Act, any state securities laws and except for: (a) matters set forth in Schedule 4.6; (b) the filing of the Plan Articles of Share Exchange as per section 607.1102Merger and Certificate of Merger; (cb) applicable requirements under corporation or “blue sky” " Blue Sky" laws of various states; and (dc) matters specifically described in this Agreement, neither the execution, delivery and performance of this Agreement by AcquirorAcquiror and Merger Sub, nor compliance with the terms and provisions of this Agreement on the part of Acquiror and Merger Sub will: (i) violate any provision of Acquiror’s 's and Merger Sub's Certificate of Incorporation or Articles, by-laws respectively, bylaws or any other organizational documents of AcquirorAcquiror and Merger Sub, as amended; (ii) require the issuance of any authorization, license, consent or approval of or require notice to or filing with, any federal or state governmental agency; or (iii) conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both a default under any mortgage, indenture, agreement, permit, deed of trust, lease, franchise, license or instrument to which Acquiror is or Merger Sub are a party or by which either of them they or any of their properties are bound, or any judgment, decree, order, rule or regulation or other restriction of any court or any regulatory body, administrative agency or other governmental body applicable to Acquiror or Merger Sub or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Acquiror or Acquisition Company pursuant to any such term, except in the case of clauses (ii) or (iii) for such violations, breaches or defaults which, or authorizations, licenses, consents, approvals, notices or filings the failure of which to obtain or make, (x) would not have an Acquiror Material Adverse Effect or would not materially adversely affect the ability of Acquiror or Merger Sub to consummate the transactions contemplated by this Agreement, or (y) would become applicable as a result of the business or activities in which the Acquiror Company is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, the AcquirorCompany.