Common use of No Conflicts; No Violation Clause in Contracts

No Conflicts; No Violation. The execution, delivery and performance of this Agreement and the Transaction Documents by each of Parent and Purchaser and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate or result in any default under any provision of their respective Certificates of Incorporation, By-Laws, Certificate of Formation or other constituent documents, (ii) violate or result in any default under or give rise to any right of termination, revocation or modification of any indenture, license or other agreement to which Parent or Purchaser is a party or (iii) violate or result in any default under any law, regulation, order, writ, judgment or decree applicable to Parent or Purchaser or by which the ability of Parent or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation or default (except in the case of clauses (ii) and (iii), for such violations, defaults, terminations, revocations or modifications, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). The execution and delivery of this Agreement and the Transaction Documents by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser is not in violation of any term of its Certificate of Incorporation, By-Laws, Certificate of Formation or other constituent documents or the provisions of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation or writ or decree of any court, governmental agency or instrumentality to which it is subject, a violation of which would have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction Documents.

No Conflicts; No Violation. The execution, delivery and performance of this Agreement and the Transaction Documents consummation by each of Parent and Purchaser and the consummation Company of the transactions contemplated hereby and thereby do not and will not (i) violate conflict with or result in any default under a violation of any provision of their respective Certificates the Certificate of Incorporation, Incorporation or By-Laws, Certificate of Formation or other constituent documentslaws, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under (or an event which with notice or lapse of time or both could become a default) under, or give rise to others any right rights of termination, revocation or modification amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, license patent, patent license, or other agreement instrument to which Parent or Purchaser the Company is a party party, or (iii) violate or result in any default under a violation of any law, rule, regulation, order, writ, judgment or decree (including U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to Parent or Purchaser the Company or by which any property or asset of the ability of Parent Company is bound or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation or default (except in the case of clauses (ii) and (iii), for such violationsconflicts, breaches, defaults, terminations, revocations amendments, accelerations, cancellations and violations as would not, individually or modificationsin the aggregate, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunderMaterial Adverse Effect). The execution and delivery of this Agreement and the Transaction Documents by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser Company is not in violation of any term of its Certificate of Incorporation, By-Laws, Certificate of Formation laws or other constituent organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the provisions Company in default) under, and the Company has not taken any action or failed to take any action that (and no event has occurred which, without notice or lapse of time or both) would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not conducting its business in violation of any mortgagelaw, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule ordinance or regulation or writ or decree of any courtgovernmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or instrumentality any regulatory or self regulatory agency in order for it to which it is subjectexecute, a violation deliver or perform any of which would have a material adverse effect on its ability to perform its obligations under this Agreement or to issue and sell the Transaction DocumentsShares in accordance with the terms hereof.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Security Agreement, the Escrow Agreement and all other agreements, documents and instruments contemplated hereby and thereby by the Transaction Documents by each of Parent and Purchaser Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and including, without limitation, the delivery of the Securities will not (i) violate with respect to performance and consummation at the Second Closing (assuming receipt of the Shareholder Approval) or the First Closing, conflict with or result in any default under a violation of any provision of their respective Certificates the Organizational Documents (as defined herein) of Incorporation, By-Laws, Certificate of Formation or other constituent documents, the Company; (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under (or an event which with notice or lapse of time or both could become a default) under, or give rise to others any right rights of termination, revocation or modification amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license or other agreement instrument to which Parent or Purchaser the Company is a party party, except that partial release by the Escrow Agent to the Investors of the Notes delivered to the Escrow Agent at the First Closing and to the Company of the First Closing Purchase Price delivered to the Escrow Agent at the First Closing before the Company and the Co-Borrowers have discharged their obligations under the Senior Secured Revolving Credit Agreement, dated as of August 31, 2003, among the Company, the several lenders from time to time parties thereto and U.S. Bank National Association, as amended, would constitute a default under such credit agreement; or (iii) violate or assuming the accuracy of the representations of the Investors, result in any default under a violation of any law, rule, regulation, order, writ, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to Parent or Purchaser the Company or by which any property or asset of the ability of Parent Company is bound or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation or default (affected, except in the case of clauses (ii) and or (iii), ) for such violationsconflicts, breaches, defaults, terminations, revocations amendments, accelerations, cancellations and violations as would not, individually or modificationsin the aggregate, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). The execution and delivery of this Agreement and the Transaction Documents by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser is not in violation of any term of its Certificate of Incorporation, By-Laws, Certificate of Formation or other constituent documents or the provisions of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation or writ or decree of any court, governmental agency or instrumentality to which it is subject, a violation of which would have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction DocumentsMaterial Adverse Effect.

No Conflicts; No Violation. The execution, delivery and performance of this Agreement and the Transaction Documents by each of Parent and Purchaser and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate or result in any default under any provision of their respective Certificates its Certificate of Incorporation, Incorporation or By-Laws, Certificate of Formation or other constituent documents, (ii) violate or result in any default under or give rise to any right of termination, revocation or modification of any indenture, license or other agreement to which Parent or Purchaser is a party party, or (iii) violate or result in any default under any law, regulation, order, writ, judgment or decree applicable to Parent or Purchaser or by which the ability of Parent or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation or default (except in the case of clauses (ii) and (iii), for such violations, defaults, terminations, revocations or modifications, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). The execution and delivery of this Agreement and the Transaction Documents by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser is not in violation of any term of its Certificate of Incorporation, Incorporation or By-Laws, Certificate of Formation or other constituent documents Laws or the provisions of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation or writ or decree of any court, governmental agency or instrumentality to which it is subject, a violation of which would have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction Documents.

No Conflicts; No Violation. (a) The execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Transaction Documents Warrants by each of Parent and Purchaser the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not (including, without limitation, the issuance of the Common Shares, the Warrants and the Warrant Shares issuable upon exercise of the Warrants) will not (i) violate conflict with or result in any default under a violation of any provision of their respective Certificates of Incorporation, By-Laws, its Second Amended and Restated Certificate of Formation Incorporation (the “Company Certificate”) or other constituent documentsbylaws, as amended (the “Bylaws”) or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under (or an event which with notice or lapse of time or both could become a default) under, or give rise to others any right rights of termination, revocation amendment, acceleration or modification of cancellation of, any agreement, indenture, license patent, patent license, or other agreement instrument to which Parent the Company or Purchaser any Subsidiary is a party or party, (iii) violate or result in any default under a violation of any law, rule, regulation, order, writ, judgment or decree (including U.S. federal and state securities laws and the rules and regulations of any self-regulatory organizations to which the Company or any Subsidiary or any of the securities of the Company or any Subsidiary are subject) applicable to Parent the Company or Purchaser any Subsidiary or by which any property or asset of the ability of Parent Company or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation its subsidiaries is bound or default affected, or (except iv) result in the case imposition of clauses a Lien on any assets of the Company or any of its Subsidiaries, except with respect to (ii), (iii) and (iii)iv) above, for such violationsconflicts, breaches, defaults, terminations, revocations amendments, accelerations, cancellations, violations and impositions as would not, individually or modificationsin the aggregate, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). The execution and delivery of this Agreement and the Transaction Documents by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser is not in violation of any term of its Certificate of Incorporation, By-Laws, Certificate of Formation or other constituent documents or the provisions of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation or writ or decree of any court, governmental agency or instrumentality to which it is subject, a violation of which would have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction DocumentsMaterial Adverse Effect.

No Conflicts; No Violation. The execution, delivery and performance of this Agreement and by the Transaction Documents by each of Parent and Purchaser Company and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the Units and thereby do not and the securities underlying the Units) will not not: (i) violate conflict with or result in any default under a violation of any provision of their respective Certificates its Memorandum and Articles of IncorporationAssociation or the certificate of incorporation, Byby-Laws, Certificate of Formation laws or other constituent documents, organizational documents of any Subsidiary; (ii) violate or conflict with, result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time, or both, could become a default) under or give rise to others any right rights of termination, revocation amendment, acceleration or modification cancellation of any material agreement, indenture, patent, patent license or other agreement instrument to which Parent the Company or Purchaser any Subsidiary is a party party; or (iii) violate or result in any default under a material violation of any law, rule, regulation, order, writ, judgment or decree (including United States federal and state securities or “blue sky” laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to Parent the Company or Purchaser any Subsidiary or by which any property or asset of the ability of Parent Company or Purchaser to consummate the transactions to be consummated hereunder would be adversely any Subsidiary is bound or affected as a consequence of such violation or default (except in the case of clauses (ii) and (iii), for such violationsconflicts, breaches, defaults, terminations, revocations amendments, accelerations, cancellations and violations as would not, individually or modificationsin the aggregate, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunderMaterial Adverse Effect). The execution and delivery of Except as specifically contemplated by this Agreement and as required under the Transaction Documents by each of Parent Securities Act and Purchaser does notany applicable state securities or “blue sky” laws or any listing agreement with any securities exchange or automated quotation system, and neither the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require Company nor any Subsidiary is required to obtain any consent, approval, authorization or other action byorder of, or make any filing with or notification toregistration with, any Governmental Authority court or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser is not in violation of any term of its Certificate of Incorporation, By-Laws, Certificate of Formation or other constituent documents or the provisions of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation or writ or decree of any court, governmental agency or instrumentality any regulatory or self regulatory agency in order for it to which it is subjectexecute, a violation deliver or perform any of which would have a material adverse effect on its ability to perform its the Company’s obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Transaction DocumentsUnits in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

No Conflicts; No Violation. (a) The execution, delivery and performance of each of this Agreement and the Transaction Documents Ancillary Agreements by each of Parent and Purchaser the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and including, without limitation, the delivery of the Shares will not (i) violate conflict with or result in any default under a violation of any provision of their respective Certificates the Articles of Incorporation, Incorporation or By-Laws, Certificate laws of Formation the Company or other constituent documents, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under (or an event which with notice or lapse of time or both could become a default) under, or give rise to others any right rights of termination, revocation or modification amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, patent, patent license or other agreement instrument to which Parent the Company or Purchaser any of its subsidiaries, including the LLC, is a party party, or (iii) violate or assuming the accuracy of the representations of the Buyer, result in any default under a violation of any law, rule, regulation, order, writ, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company, any of subsidiaries including the LLC, or its securities are subject), applicable to Parent or Purchaser the Company or by which any property or asset of the ability Company or any of Parent its subsidiaries, including the LLC, is bound or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation or default (affected, except in the case of clauses (ii) and (iii), ) for such violationsconflicts, breaches, defaults, terminations, revocations amendments, accelerations, cancellations and violations as would not, individually or modificationsin the aggregate, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder)Material Adverse Effect. The execution execution, delivery and delivery performance of each of this Agreement and the Transaction Documents Ancillary Agreements by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser LLC will not, require any consent, approval, authorization or other action by, or filing not (A) conflict with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have in a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser is not in violation of any term provision of its Certificate the Articles of IncorporationOrganization or Operating Agreement of the LLC or (B) violate or conflict with, By-Laws, Certificate of Formation or other constituent documents or the provisions result in a breach of any mortgageprovision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, contractpatent, agreementpatent license or instrument to which the LLC is a party, instrumentor (C) assuming the accuracy of the representations of the Buyer, judgmentresult in a violation of any law, decreerule, regulation, order, statute, rule or regulation or writ judgment or decree (including United States federal and state securities laws and regulations and regulations of any court, governmental agency or instrumentality self-regulatory organizations to which it the LLC is subject), a violation applicable to the LLC or by which any property or asset of which the LLC is bound or affected, except in the case of clauses (B) and (C) for such conflicts, breaches, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction DocumentsMaterial Adverse Effect.

No Conflicts; No Violation. The execution, delivery and performance of this Agreement and by the Transaction Documents by each of Parent and Purchaser Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and (including, without limitation, the issuance of the Securities) will not (i) violate conflict with or result in any default under a violation of any provision of their respective Certificates of Incorporation, By-Laws, its Certificate of Formation Incorporation or other constituent documents, Bylaws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default under (or an event which with notice or lapse of time or both could become a default) under, or give rise to others any right rights of termination, revocation or modification amendment (including without limitation, the triggering of any anti-dilution provision), acceleration or cancellation of, any agreement, indenture, license patent, patent license, or other agreement instrument to which Parent or Purchaser the Company is a party party, or (iii) violate or result in any default under a violation of any law, rule, regulation, order, writ, judgment or decree (including U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to Parent or Purchaser the Company or by which any property or asset of the ability of Parent Company is bound or Purchaser to consummate the transactions to be consummated hereunder would be adversely affected as a consequence of such violation or default (except in the case of clauses (ii) and (iii), for such violationsconflicts, breaches, defaults, terminations, revocations amendments, accelerations, cancellations and violations as would not, individually or modificationsin the aggregate, as the case may be, which would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunderMaterial Adverse Effect). The execution and delivery of this Agreement and the Transaction Documents by each of Parent and Purchaser does not, and the performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each of Parent and Purchaser will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority or other third party (except for such consents, approvals, authorizations, actions, filings or notifications, the absence of which, or the result of which, as the case may be, would not have a material adverse effect on either Parent or Purchaser or materially delay the ability of Parent or Purchaser to consummate the transactions contemplated hereunder). Each of Parent and Purchaser Company is not in violation of any term of its Certificate of Incorporation, By-Laws, Certificate of Formation Bylaws or other constituent organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time or both could put the provisions Company in default) under any agreement, indenture or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The Company is not conducting its business in violation of any mortgagelaw, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule ordinance or regulation or writ or decree of any courtgovernmental entity, the failure to comply with which would, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws or any listing agreement with any securities exchange or automated quotation system, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or instrumentality any regulatory or self regulatory agency in order for it to which it is subjectexecute, a violation deliver or perform any of which would have a material adverse effect on its ability to perform its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Transaction DocumentsSecurities in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.