Common use of No Defaults; Violations Clause in Contracts

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-lawsBylaws, or corresponding governing documents, as applicable. The Company is not in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except for such violations that would not reasonably be expected to result in a Material Adverse Change.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-lawsAmended and Restated Certificate of Incorporation and Bylaws, as amended, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Articles of Incorporation, as may be amended from time to time, or by-laws, Bylaws or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No Except as described in the Prospectus, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except subject. Except as disclosed described in the Registration StatementProspectus, the Disclosure Package and the Prospectus. The Company is not in violation of any term or provision of its Charter Certificate of Incorporation or byBy-laws, Laws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not (i) in violation of any term or provision of its Charter or byBy-laws, or (ii) in violation of any franchise, license, permit, license or permit or (iii) in violation of applicable law, rule, regulation, judgment or decree of any Governmental EntityEntity except in the case of clause (ii) and (iii) for any such violation that would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Change.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company or any Subsidiary is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment judgment, order or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company or any Subsidiary is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment judgment, order or decree of any Governmental Entity, except for such violations which would not reasonably be expected to result in a Material Adverse Change.

No Defaults; Violations. No To the Company’s knowledge, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not (i) in violation of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not reasonably be expected to cause a Material Adverse Change.

No Defaults; Violations. No material Except as described in the Prospectus, no default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Certificate of Incorporation or byBy-laws, Laws or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business, except as described in the Prospectus.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in subject. Neither the Registration Statement, the Disclosure Package and the Prospectus. The Company nor any Subsidiary is not in violation of any term or provision of its Charter or by-lawsDocuments, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment judgment, order or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectusfor such defaults which would not reasonably be expected to have a Material Adverse Change. The Company is not in violation of (i) any term or provision of its Charter or by-by laws, or in violation of (ii) any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental EntityEntity except in the case of clause (ii), for such violations which would not reasonably be expected to have a Material Adverse Change.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, Amended and Restated Memorandum and Articles of Association of the Company or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No Except as disclosed in the Prospectus, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-lawsArticles of Association, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except as disclosed for any such default that would not be reasonably expected to result in the Registration Statement, the Disclosure Package and the Prospectusa Material Adverse Change. The Company is not in violation of any term or provision of its Charter or by-lawsCharter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except for such violations that would not be reasonably expected to result in a Material Adverse Change.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, Amended and Restated Memorandum and Articles of Association of the Company or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Charter, or by-lawslaws or other organizational or charter documents, or is in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company and each Subsidiary is not in violation of any term or provision of its Charter or by-lawsCharter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists and no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default, in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in subject. Neither the Registration Statement, the Disclosure Package and the Prospectus. The Company nor any Subsidiary is not in violation of any term or provision of its Charter or byBy-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment judgment, order or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant covenant, or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except as disclosed for any such default that would not be reasonably expected to result in the Registration Statement, the Disclosure Package and the Prospectusa Material Adverse Change. The Company is not in violation of any term or provision of its Charter or by-lawsCharter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment judgment, or decree of any Governmental Entity, except for such violations that would not be reasonably expected to result in a Material Adverse Change.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed for any such default that would not be reasonably expected to result in the Registration Statement, the Disclosure Package and the Prospectusa Material Adverse Change. The Company is not in violation of any term or provision of its Charter or by-lawsCharter, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except for such violations that would not be reasonably expected to result in a Material Adverse Change.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except as disclosed for such defaults that would not individually or in the Registration Statement, the Disclosure Package and the Prospectusaggregate reasonably be expected to result in a Material Adverse Change. The Company is not in violation of any term or provision of its Charter or by-lawsBylaws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Amended and Restated Articles of Incorporation or byBy-laws, laws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except subject. Except as disclosed in the Registration Statementset forth on Schedule 2.14, the Disclosure Package and the Prospectus. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Amended and Restated Memorandum and Articles of Association or by-laws, Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company and each subsidiary is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except as would not result in a Material Adverse Change.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Amended and Restated Certificate of Incorporation or by-laws, its Amended and Restated Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except as disclosed for such defaults that would not, individually or in the Registration Statementaggregate, the Disclosure Package and the Prospectusresult in a Material Adverse Effect. The Company is not in violation of any term or provision of its Charter or by-laws, Documents or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in subject. Neither the Registration Statement, the Disclosure Package and the Prospectus. The Company nor any Subsidiary is not (i) in violation of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except in the case of clause (ii), such as would not result in a Material Adverse Change.

No Defaults; Violations. No Except as disclosed in the Prospectus, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-lawsArticles of Memorandum, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in subject. Neither the Registration Statement, the Disclosure Package and the Prospectus. The Company nor any Subsidiary is not (i) in violation of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except such as would not result in a Material Adverse Change.

No Defaults; Violations. No Except as set forth in the Registration Statement, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument instrument, including the Acquisition Documents, to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation in any material respect of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No Except as disclosed in the Prospectus, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Articles or by-lawsMemorandum of Association, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except subject. Except as may be disclosed in the Registration Statement, the Disclosure Package and the Prospectus. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or its Subsidiary is a party or by which the Company or its Subsidiary may be bound or to which any of the properties or assets of the Company or its Subsidiary is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company or its Subsidiary is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment judgment, order or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or Xxxx Capital Partners, LLC ________________, 2005 Page 11 of 44 provision of its Charter the Company Certificate or by-laws, the Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No Except as set forth in the Registration Statement and Prospectus, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any material term or provision of its Charter or by-lawsCertificate of Incorporation, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, or except as disclosed in the Registration Statement, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No Except as disclosed in the Prospectus, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Certificate of Incorporation or by-lawsbylaws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material Except as described in the Prospectus, no ----------------------- default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Certificate of Incorporation or byBy-laws, Laws or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business, except as described in the Prospectus.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except subject. Except as disclosed described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The , the Company is not in violation of any term or provision of its Charter or by-lawsArticles of Incorporation, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No Except as set forth in the Registration Statement, no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation in any material respect of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not (i) in violation of any term or provision of its Charter charter document or the by-lawslaws of the Company, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental EntityEntity applicable to the Company, except where such violation would not, individually or in the aggregate, result in a Material Adverse Effect.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Second Amended and Restated Memorandum and Articles of Association or by-laws, Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material Except as described in the Prospectus, no default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except subject. Except as disclosed described in the Registration StatementProspectus, the Disclosure Package and the Prospectus. The Company is not in violation of any term or provision of its Charter Certificate of Incorporation or byBy-laws, Laws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Amended and Restated Certificate of Incorporation, as amended, or by-lawsBylaws, as amended, or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Second Amended and Restated Certificate of Incorporation or by-laws, Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses. Maxim Group LLC , 2007 Page 13 of 45

No Defaults; Violations. No material default that cannot be cured exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which any of the properties or assets of the Company or any Subsidiary is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the Maxim Group LLC _________, 2005 Page 11 of 44 properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter the Company Certificate or by-laws, the Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Amended and Restated Certificate of Incorporation or by-laws, Amended and Restated Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No Except as set forth on Schedule 3.1(g.2), no material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not (i) in violation of any term or provision of its Charter or by-lawsCharter, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or Xxxx Capital Partners, LLC , 2005 provision of its Charter the Company Certificate or by-laws, the Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except as disclosed for any such default that would not be reasonably expected to result in the Registration Statement, the Disclosure Package and the Prospectusa Material Adverse Change. The Company is not in violation of any term or provision of its Charter or by-lawsBylaws, or in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except for such violations that would not be reasonably expected to result in a Material Adverse Change.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject except as disclosed in the Registration Statement, the Disclosure Package and the Prospectussubject. The Company is not in violation of any term or provision of its Charter Amended and Restated Memorandum of Association or by-laws, Amended and Restated Articles of Association or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entitygovernmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary may be bound or to which any of the properties or assets of the Company or the Subsidiary is subject except as disclosed in subject. Neither the Registration Statement, Company nor the Disclosure Package and the Prospectus. The Company Subsidiary is not (i) in violation of any term or provision of its Charter or by-lawsBylaws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except in the case clause (ii), such as would not result in a Material Adverse Change.

No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject subject, except such as disclosed in will be cured by the Registration Statement, intended use of proceeds of the Disclosure Package and the ProspectusOffering. The Company is not in violation of any term or provision of its Charter or by-lawsCharter, or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity.