Common use of No Violation of Laws or Agreements Clause in Contracts

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Transaction Documents by each of the Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller Parties, will not: (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to which any of the Seller Parties is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, delivery and performance of this Agreement and the Transaction Documents by each of the Seller Parties Buyer and/or Parent do not, and the consummation of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Parties, thereby will not: , (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens Buyer or the Articles Certificate of Incorporation or Bylaws of the other Seller PartiesParent; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, would with the passage of time or the giving of notice notice, or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit permit, authorization, proof of dedication or other agreement or commitment, oral or written, to which any of the Seller Parties Parent or Buyer is a party, or by which the Business or any of the Acquired Assets their assets or properties may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and or in the aggregate, aggregate do not have a Material Adverse Effect or will be cured, waived or terminated prior material adverse effect on their respective ability to perform their obligations under this Agreement and the Closing DateTransaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, regulation to which any of the Seller Parties Buyer or Parent is subject, subject other than those violations or and conflicts which individually and or in the aggregate would do not have a Material Adverse Effectmaterial adverse effect on their respective ability to perform their obligations under this Agreement and the Transaction Documents.

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Transaction Documents by each of the Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller Parties, will not: (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or the CLWC Stock or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to which any of the Seller Parties is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Transaction Documents by each of the Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller Parties, will not: (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller PartiesParty; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to which any of the Seller Parties is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by each of the Seller Parties to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; either Seller, or (b) except as set forth on Schedule 3.32.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Purchased Assets or give to others any interests or rights therein under under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Parent or either Seller Parties is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Acquired Purchased Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests affected (including without limitation any agreement or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior instrument pertaining to the Closing DateDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which any of Parent, either Seller or the Seller Parties Purchased Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by each of the Seller Parties to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; any Company, or (b) except as set forth on Schedule 3.32.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which Parent or any of the Seller Parties Company is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests affected (including without limitation any agreement or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior instrument pertaining to the Closing DateDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which Parent, any of Company or the Seller Parties Acquired Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.. 26 20

No Violation of Laws or Agreements. The execution, delivery, and performance by each of the MTVN Entities of this Agreement and the Transaction Documents Operative Agreements to which each is a party and the consummation by each of the Seller Parties do not, and the consummation MTVN Entities of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Parties, thereby do not and will not: not (a) contravene violate, conflict with or result in the breach of any provision of the Restated Articles certificate of Incorporation incorporation, by-laws, certificate of formation or Bylaws of Citizens operating agreement (or the Articles of Incorporation or Bylaws similar organizational documents with different names) of the other Seller Parties; applicable MTVN Entity, or (b) except as set forth on Schedule 3.34.3(b), violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or notice to, or filings with or result in or permit the termination, amendment, modification, acceleration, suspension, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Imagine Assets, the VLLC Assets or the Domain Names or give to others any interests or rights therein under (i) any indentureMTVN Permit, mortgageany MTVN Benefit Plan, loan any Outstanding License of an MTVN Entity or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, any Contract to which any of the Seller Parties MTVN Entities is a party, or by which the Business or any of the Acquired Imagine Assets, the VLLC Assets or the Domain Names may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority other Governmental Entity or any applicable constitution, law, ordinance, rule or regulationLaw, to which any of the Seller Parties MTVN Entities is subjectsubject or which is applicable to any of the Imagine Assets, other than those violations the VLLC Assets or conflicts which the Domain Names, except in any case under this clause (b) as would not, individually and or in the aggregate would not aggregate, have a Material Adverse Effectmaterial adverse effect on (y) the Imagine Assets, the VLLC Assets or the Domain Names, taken as a whole, or (z) the ability of any of the MTVN Entities to perform their obligations under this Agreement and the Operative Agreements to which they are a party.

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Sellers Transaction Documents by each of Wabash and the Seller Parties Sellers do not, and the consummation of the transactions contemplated by this Agreement and the Sellers Transaction Documents by the Seller PartiesWabash and Sellers, will not: , subject to obtaining the consents set forth on Schedule 2.9, (a) contravene any provision of the Restated Articles Certificate of Incorporation or Certificate of Formation, Bylaws or Partnership Agreement or other organizational or charter documents of Citizens Wabash or the Articles of Incorporation or Bylaws of the other Seller Parties; Sellers, as applicable, or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which wouldmight, with the passage of time or the giving of notice notice, or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under under, (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit permit, or other agreement or commitment, oral or written, to which Wabash or any of the Seller Parties Sellers is a party, or by which Wabash or any of Sellers may have rights or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, including any bulk sales laws applicable to which any Wabash or Sellers, the Business or the Acquired Assets, except, in the case of the Seller Parties is subjectforegoing clause (b)(i), other than those violations for such violations, conflicts, breaches, defaults, default events, terminations, modifications, accelerations, cancellations or conflicts which Liens that, individually and or in the aggregate would aggregate, could not reasonably be expected to have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance by Seller of this Agreement and the Transaction Documents by each of the to which Seller Parties is a party do not, and the consummation by Seller of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene violate, conflict with or result in the breach of any provision of the Restated Articles Certificate of Incorporation or Bylaws By-Laws (or similar organizational documents) of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior a material adverse effect on the ability of Seller to perform its obligations under this Agreement and the Closing Dateother Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule constitutions or regulationLaw, to which Seller is subject or which is applicable to the Business or any of the Seller Parties is subject, Acquired Assets other than those violations violations, conflicts, breaches or conflicts defaults which individually and in the aggregate would not have a Material Adverse EffectEffect or have a material adverse effect on the ability of Seller to perform its obligations under this Agreement and the other Transaction Documents.

No Violation of Laws or Agreements. The execution, delivery, delivery and performance by Buyer of this Agreement and the Transaction Documents by each of the Seller Parties to which it is a party do not, and the consummation by Buyer of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene violate, conflict with or result in the breach of any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws By-Laws of the other Seller Parties; Buyer or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under or result in or permit the termination, amendment, modification, accelerationsuspension, revocation, acceleration or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties Buyer is a party, or by which the Business or any of the Acquired Assets its assets or properties may be bound or affected, except for such violations, conflicts, breaches, terminations, amendments, modifications, suspensions, revocations, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior material adverse effect on its ability to perform its respective obligations under this Agreement and the Closing Dateother Transaction Documents to which it is a party, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule constitution or regulationLaw, to which any of the Seller Parties Buyer is subject, subject other than those violations or and conflicts which individually and in the aggregate would not have a Material Adverse Effectmaterial adverse effect on its ability to perform its obligations under this Agreement and the other Transaction Documents to which Buyer is a party.

No Violation of Laws or Agreements. The execution, delivery, ---------------------------------- and performance by Parent and each Seller of this Agreement and the Transaction Documents by each of the Seller Parties to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; either Seller, or (b) except as set forth on Schedule 3.32.4 and subject, in the case of ------------ clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Purchased Assets or give to others any interests or rights therein under under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Parent or either Seller Parties is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Acquired Purchased Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests affected (including without limitation any agreement or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior instrument pertaining to the Closing DateDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which any of Parent, either Seller or the Seller Parties Purchased Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance of by the Company, the LLC, Seller and Clarx xx this Agreement and the Transaction Documents by to which each of the Seller Parties is a party do not, and the consummation of by the Company, the LLC, Seller and Clarx xx the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene violate, conflict with or result in the breach of any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws By-Laws of the other Seller Parties; Company or the Articles of Organization or Operating Agreement of the LLC or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets assets of either of the Company or the LLC or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Company, the LLC, Seller Parties is or Clarx xx a party, or by which the Business or any of the Acquired Assets may Company, the LLC, Seller or Clarx xxx be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing DateEffect, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulationLaw, to which any of the Company, the LLC, Seller Parties is or Clarx xx subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, ---------------------------------- and performance by Seller of this Agreement and the Transaction Documents by each of the to which Seller Parties is a party do not, and the consummation by Seller of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles of Incorporation Incorporation, as amended, or Bylaws Bylaws, as amended, of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing DateEffect, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which any of Seller or the Seller Parties Acquired Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Transaction Documents by each of the PEI and/or Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller PartiesPEI and Seller, will not: not (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens PEI or the Articles of Incorporation or Bylaws of the other Seller PartiesSeller; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (iI) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the PEI or Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to which any of the Seller Parties or PEI is subject, subject other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance by Seller of this Agreement and the Transaction Documents by each of the to which Seller Parties is a party do not, and the consummation by Seller of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles of Incorporation Incorporation, as amended, or Bylaws Bylaws, as amended, of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing DateEffect, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which any of Seller or the Seller Parties Acquired Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.. 3.4

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Transaction Documents by each of the Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller Parties, will not: (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, Arizona mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to which any of the Seller Parties is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, ---------------------------------- and performance by Parent and each Seller of this Agreement and the Transaction Documents by each of the Seller Parties to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; any Company, or (b) except as set forth on Schedule 3.32.4 and subject, in the case of clause ------------ (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which Parent or any of the Seller Parties Company is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests affected (including without limitation any agreement or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior instrument pertaining to the Closing DateDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which Parent, any of Company or the Seller Parties Acquired Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The executionExcept as set forth on Schedule 2.6, delivery, the execution and performance delivery of this Agreement and the Transaction Documents by each of the Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents compliance with the terms, conditions and provisions of this Agreement by the Seller Partiesand ATH, will not: not (a) contravene any provision of the Restated Articles Seller's, ATH's or any Subsidiary's articles of Incorporation incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Partiesbylaws; or (b) except as set forth on Schedule 3.3, violate, conflict with, with or result in a breach of, of or constitute a default (or an event which wouldmight, with the passage of time or the giving of notice or both, constitute a default) underunder any of the terms, conditions or provisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Seller, ATH or any Subsidiary is a party or by which any of them or any of their assets may be bound or affected, or result in any judgment or permit the terminationorder of any court or governmental department, modificationcommission, accelerationboard, agency or instrumentality, domestic or foreign, or cancellation ofany applicable law, rule or regulation; (c) result in the creation or imposition of any Lien lien, charge or encumbrance of any nature whatsoever upon any of ATH's or any Subsidiary's assets or upon the Acquired Assets Stock or give to others any interests or rights therein therein; (d) result in the maturation or acceleration of any liability or obligation of ATH or any Subsidiary (or give others the right to cause such a maturation or acceleration); or (e) result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral contract to which ATH or written, to any Subsidiary is a party or by which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets them may be bound or affectedbound; except with respect to those matters set forth in clauses (b), except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually (d) and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (iie) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to above which any of the Seller Parties is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by each of the Seller Parties to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; any Company, or (b) except as set forth on Schedule 3.32.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which Parent or any of the Seller Parties Company is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests affected (including without limitation any agreement or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior instrument pertaining to the Closing DateDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which Parent, any of Company or the Seller Parties Acquired Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.. 2.5

No Violation of Laws or Agreements. The execution, delivery, delivery and performance of this Agreement and the Purchaser Transaction Documents by each of the Seller Parties do not, and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller Parties, will not: , (a) contravene any provision of the Restated Articles articles of Incorporation incorporation or Bylaws bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller PartiesPurchaser; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which wouldmight, with the passage of time or the giving of notice notice, or both, constitute a default) under, or result in or permit (whether after the giving of notice or lapse of time or both) the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any assets of the Acquired Assets Purchaser or give to others any other any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit permit, or other agreement or commitment, oral or written, to which any of the Seller Parties Purchaser is a party, or by which the Business Purchaser may have rights or by which Purchaser or any of the Acquired Assets assets of Purchaser may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, ruling or order of any courtAuthority, arbitrator domestic or Authority foreign, or any applicable constitution, lawLaw, ordinance, rule or regulation, to which any except, in the case of the Seller Parties is subjectforegoing clause (b)(i), other than those violations for such violations, conflicts, breaches, defaults, default events, terminations, modifications, accelerations, cancellations or conflicts which Liens that, individually and or in the aggregate would aggregate, could not have a Material Adverse Effectreasonably be expected to materially impair the ability of Purchaser to consummate the Transaction.

No Violation of Laws or Agreements. The execution, delivery, and performance of this Agreement and the Transaction Documents by each of the Seller Parties do not, Arizona and the consummation of the transactions contemplated by this Agreement and the Transaction Documents by the Seller Parties, will not: (a) contravene any provision of the Restated Articles of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior to the Closing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority or any applicable constitution, law, ordinance, rule or regulation, to which any of the Seller Parties is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.

No Violation of Laws or Agreements. The execution, delivery, and performance of by AVE and Marisa Chrixxxxx xx this Agreement and the Transaction Documents by each of the Seller Parties to which AVE and Marisa Chrixxxxx xx a party do not, and the consummation of by AVE and Marisa Chrixxxxx xx the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene violate, conflict with or result in the breach of any provision of the Restated Articles Certificate of Incorporation or Bylaws By-Laws (or similar organizational documents) of Citizens AVE or the Articles of Incorporation or Bylaws of the other Seller Parties; or Marisa Chrixxxxx xx (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Seller Parties is AVE or Marisa Chrixxxxx xx 8 a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived a material adverse effect on the ability of AVE or terminated prior to Marisa Chrixxxxx xx perform its obligations under this Agreement and the Closing Dateother Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule constitutions or regulationLaw, to which AVE or Marisa Chrixxxxx xx subject or which is applicable to the Business or any of the Seller Parties is subject, Acquired Assets other than those violations violations, conflicts, breaches or conflicts defaults which individually and in the aggregate would not have a Material Adverse EffectEffect or have a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction Documents.

No Violation of Laws or Agreements. The execution, delivery, and performance by Parent and each Seller of this Agreement and the Transaction Documents by each of the Seller Parties to which such entities (as applicable) are parties do not, and the consummation by Parent and each Seller (as applicable) of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene any provision of the Restated Articles charter, bylaws or any other organizational documents of Incorporation Parent or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; either Seller, or (b) except as set forth on Schedule 3.32.4 and subject, in the case of clause (i) below, to such exceptions as would not in the aggregate have a Material Adverse Effect, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or result in or permit the termination, modification, acceleration, or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Purchased Assets or give to others any interests or rights therein under under, (i) any personal property lease with payments in excess of $50,000 per year, lease of Real Property, indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of the Parent or either Seller Parties is a party, other than such agreements or commitments involving any customer or supplier of the Business (including any supplier of Intellectual Property), or by which the Business or any of the Acquired Purchased Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, accelerations, cancellations, Liens, interests affected (including without limitation any agreement or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior instrument pertaining to the Closing DateDebt), or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, law, ordinance, rule or regulation, Law to which any of Parent, either Seller or the Seller Parties Purchased Assets is subject, other than those violations or conflicts which individually and in the aggregate would not have a Material Adverse Effect.. 2.5

No Violation of Laws or Agreements. The execution, delivery, delivery and performance by Purchaser and the Members of this Agreement and the Transaction Documents by each of to which Purchaser and the Seller Parties Members are a party do not, and the consummation by Purchaser or the Members of the transactions contemplated by this Agreement hereby and the Transaction Documents by the Seller Partiesthereby, will not: , (a) contravene violate, conflict with or result in the breach of any provision of the Restated Articles Certificate of Incorporation or Bylaws of Citizens or the Articles of Incorporation or Bylaws of the other Seller Parties; Purchaser or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under or result in or permit the termination, amendment, modification, accelerationsuspension, revocation, acceleration or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which any of Purchaser or the Seller Parties is Members are a party, or by which the Business or any of the Acquired Assets its assets or properties may be bound or affected, except for such violations, conflicts, breaches, terminations, amendments, modifications, suspensions, revocations, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or will be cured, waived or terminated prior material adverse effect on its ability to perform its obligations under this Agreement and the Closing Dateother Transaction Documents to which it is a party, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Authority Governmental Entity or any applicable constitution, constitution or law, ordinance, rule or regulation, to which any of Purchaser or the Seller Parties is subject, Members are subject other than those violations or and conflicts which individually and in the aggregate would not have a Material Adverse Effectmaterial adverse effect on its ability to perform its obligations under this Agreement and the other Transaction Documents to which Purchaser or the Members are a party.