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

No Violation of Laws or Agreements. Except as set forth on Schedule 4.6, none of the execution and delivery of this Agreement or any Other Agreements, the consummation of the transactions contemplated hereby or thereby or the compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by ADLT or Acquisition, nor the execution and delivery of any Other Agreement, the consummation of the transactions contemplated thereby or the compliance with or fulfillment of the terms, conditions and provisions thereof by ADLT or Acquisition, will: (i) contravene any provision of the charter or regulations of ADLT or any of ADLT's subsidiaries, (ii) conflict with, result in a breach of or constitute a default or an event of default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under any term, condition or provision of, or results in the termination or loss of any right (or give others the right to cause such a termination or loss) under, any license, franchise, indenture, mortgage or any other contract, agreement or instrument to which ADLT or any of its subsidiaries is a party or by which the assets of ADLT or any of its subsidiaries may be bound or affected, and which is material to ADLT and its subsidiaries, taken as a whole, (iii) violate any Law or violate any judgment or order of any Governmental Body to which ADLT or any of its subsidiaries is subject, (iv) result in the creation or imposition of any Encumbrance upon the ADLT Shares or any material assets of ADLT or any of its subsidiaries, or give to others any interests or rights therein, or (v) result in the creation, maturation or acceleration of any Liability or obligation of ADLT or Acquisition (or give others the right to cause such a maturation or acceleration). Except as may be required by the HSR Act and the Exchange Act (as defined below), and the listing of the ADLT Shares on the NASDAQ National Market, no consent, approval, declaration or authorization of, or registration or filing with, any Person (including any Governmental Body) is required in connection with the execution and delivery by ADLT of this Agreement, the execution and delivery by Acquisition of this Agreement and the Merger Agreement, or the execution by ADLT or Acquisition of the Other Agreements, and the consummation of the transactions contemplated hereby and thereby by ADLT or Acquisition; provided, however, that, in making this representation, ADLT is relying on certain representations of the Shareholders in Article 3, pursuant to which the issuance of the ADLT Shares is exempt from registration under the Securities Act.

No Violation of Laws or Agreements. Except as set forth on Schedule 4.62.6, none of the execution and delivery of this Agreement or any Other AgreementsAgreement, the consummation of the transactions contemplated hereby or thereby or the compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by ADLT the Principal Shareholders or Acquisition, nor the execution and delivery of any Other Agreement, the consummation of the transactions contemplated thereby or the compliance with or fulfillment of the terms, conditions and provisions thereof by ADLT or Acquisition, DSI will: (i) contravene any provision of the charter or regulations bylaws of ADLT or any of ADLT's subsidiariesDSI, (ii) conflict with, result in a breach of or constitute a default or an event of default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under any term, condition or provision of, or results result in the termination or loss of any right (or give others the right to cause such a termination or loss) under, any license, franchise, indenture, mortgage or any other contractContract (as defined in Section 2.14), agreement or instrument to which ADLT any Principal Shareholder or any of its subsidiaries DSI is a party or by which the assets any of ADLT them or any of its subsidiaries their assets may be bound or or, to the knowledge of the Principal Shareholders, affected, and which is material to ADLT and its subsidiaries, taken as a whole, (iii) violate any Law (as defined in Section 2.16) or violate any judgment or order of any court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority or instrumentality, whether federal, state, local or foreign ("Governmental Body Body") to which ADLT DSI or any of its subsidiaries is Affiliates are subject, (iv) result in the creation or imposition of any Encumbrance upon any DSI Common Stock or the ADLT Shares or any material assets of ADLT or any of its subsidiaries, DSI or give to others any interests or rights therein, or (v) result in the creation, maturation or acceleration of any Liability (as defined in Section 2.8) or obligation of ADLT or Acquisition DSI (or give others the right to cause such a creation, maturation or acceleration), that, in the case of clauses (ii) through (v), would have a material adverse effect on the financial condition, assets, Liabilities, net worth or Business of DSI ("Material Adverse Effect") or give any person the right to prevent the consummation of the transactions contemplated by this Agreement or any Other Agreement. Except as may be required by the U.S. Hart-Xxxxx-Xxxxxx Xxxi-Trust Improvements Act of 1976, as amended (the "HSR Act and the Exchange Act (as defined belowAct"), and except as set forth on Schedule 2.6 (collectively, the listing of the ADLT Shares on the NASDAQ National Market"Consents"), no consent, approval, declaration or authorization of, or registration or filing with, any Person (including any Governmental Body) is required in connection with the execution and delivery by ADLT of this Agreement, the execution and delivery by Acquisition Principal Shareholders or DSI of this Agreement and the Merger Agreement, or the execution by ADLT or Acquisition of the Other Agreements, Agreements to which they are a party and the consummation of the transactions contemplated hereby and thereby by ADLT the Principal Shareholders or Acquisition; provided, however, that, in making this representation, ADLT is relying on certain representations of the Shareholders in Article 3, pursuant DSI except for those as to which the issuance failure to obtain, register or file would not have a Material Adverse Effect or give any person the right to prevent the consummation of the ADLT Shares is exempt from registration under transactions contemplated by this Agreement or any Other Agreement. "Encumbrance" or "Encumbrances" means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the Securities Actuse, voting, transfer receipt of income or other exercise of any attributes of ownership.

No Violation of Laws or Agreements. Except as set forth on Schedule 4.6(a) The Company has full legal right, none power and authority to enter into this Agreement and the Ancillary Agreements and to perform its respective obligations hereunder and thereunder without the need for the consent of the any other person or entity. The execution and delivery of this Agreement or any Other Agreementsand the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby or thereby or by this Agreement and the Ancillary Agreements and the compliance with or fulfillment of the terms, conditions and provisions hereof or thereof of this Agreement and the Ancillary Agreements by ADLT or Acquisitionthe Company, nor the execution and delivery of any Other Agreement, the consummation of the transactions contemplated thereby or the compliance with or fulfillment of the terms, conditions and provisions thereof by ADLT or Acquisition, will: will not (i) contravene any provision of the charter or regulations of ADLT Company’s or any of ADLT's subsidiariesits Subsidiaries’ certificate and articles of incorporation, bylaws or other constituent documents; (ii) subject to obtaining the consents listed in Section 3.13(b) of the Disclosure Letter, conflict with, with or result in a breach of or constitute a default or an event of default (or an event which wouldmight, with the passage of time or the giving of notice or both, constitute a default) under any termof the terms, condition conditions or provision ofprovisions of any indenture, mortgage, loan or credit agreement or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their assets may be bound or affected, or results any judgment or order of any court or governmental department, commission, board, agency or instrumentality, domestic or foreign, or any applicable law, rule or regulation; (iii) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the Company’s or any of its Subsidiaries’ assets or the Capital Stock or give to others any interests or rights therein, other than any Encumbrances created or imposed by the Buyer; (iv) result in the maturation or acceleration of any liability or obligation of the Company or any of its Subsidiaries (or give others the right to cause such a maturation or acceleration); or (v) except for the consents listed in Section 3.13(b) of the Disclosure Letter, result in the termination of or loss of any right (or give others the right to cause such a termination or loss) under, under any license, franchise, indenture, mortgage or any other contract, agreement or instrument contract to which ADLT the Company or any of its subsidiaries Subsidiaries is a party or by which the assets of ADLT or any of its subsidiaries they may be bound or affected, and which is material to ADLT and its subsidiaries, taken as a whole, (iii) violate any Law or violate any judgment or order of any Governmental Body to which ADLT or any of its subsidiaries is subject, (iv) result in the creation or imposition of any Encumbrance upon the ADLT Shares or any material assets of ADLT or any of its subsidiaries, or give to others any interests or rights therein, or (v) result in the creation, maturation or acceleration of any Liability or obligation of ADLT or Acquisition (or give others the right to cause such a maturation or acceleration). Except as may be required by the HSR Act and the Exchange Act (as defined below), and the listing of the ADLT Shares on the NASDAQ National Market, no consent, approval, declaration or authorization of, or registration or filing with, any Person (including any Governmental Body) is required in connection with the execution and delivery by ADLT of this Agreement, the execution and delivery by Acquisition of this Agreement and the Merger Agreement, or the execution by ADLT or Acquisition of the Other Agreements, and the consummation of the transactions contemplated hereby and thereby by ADLT or Acquisition; provided, however, that, in making this representation, ADLT is relying on certain representations of the Shareholders in Article 3, pursuant to which the issuance of the ADLT Shares is exempt from registration under the Securities Actbound.

No Violation of Laws or Agreements. Except as set forth on ---------------------------------- Schedule 4.62.07, none of the execution and delivery of this Agreement or any Other Agreements------------- Agreement, the consummation of the transactions contemplated hereby or thereby or the compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by ADLT or Acquisition, nor the execution and delivery of any Other Agreement, the consummation of the transactions contemplated thereby DEI or the compliance with or fulfillment of the terms, conditions and provisions thereof by ADLT or Acquisition, Company will: (i) contravene any provision of the charter or regulations bylaws of ADLT DEI, the Company or any of ADLT's subsidiariesSubsidiary, (ii) conflict with, result in a breach of or constitute a default or an event of default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under any term, condition or provision of, or results in the termination or loss of any right (or give others the right to cause such a termination or loss) under, any license, franchise, indenture, mortgage or any other contractContract, agreement or instrument to which ADLT DEI, the Company or any of its subsidiaries Subsidiary is a party or by which the assets any of ADLT them or any of its subsidiaries their assets may be bound or affected, and which is material to ADLT and its subsidiaries, taken as a whole, (iii) violate any Law (as defined in Section 2.18) or violate ------------ any judgment or order of any court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority or instrumentality, whether federal, state, local or foreign ("Governmental Body Body") to which ADLT DEI, the Company or any Subsidiary or any of its subsidiaries is their Affiliates are subject, (iv) result in the creation or imposition of any Encumbrance upon the ADLT Shares Xxxxxxx Common Stock or the assets of the Company or any material assets of ADLT Subsidiary or any of its subsidiaries, or give gives to others any interests or rights therein, or (v) result in the creation, maturation or acceleration of any Liability or obligation of ADLT DEI, the Company or Acquisition any Subsidiary (or give gives others the right to cause such a creation, maturation or acceleration). Without limiting the foregoing, the claim by TRC Companies, Inc. ("TRC") briefly summarized on Schedule 2.07 against ------------- DEI and the Company has been fully and completely settled with no continuing Liability of the Company or DEI to any Person, except as set forth in Schedule -------- 2.07. Except as may be required by the U.S. Xxxx-Xxxxx-Xxxxxx Anti-Trust ---- Improvements Act of 1976, as amended (the "HSR Act and the Exchange Act (as defined belowAct"), and except as provided in Schedule 2.07 (collectively, the listing of the ADLT Shares on the NASDAQ National Market"Consents"), no consent, approval, declaration ------------- or authorization of, or registration or filing with, any Person (including any Governmental Body) is required in connection with the execution and delivery by ADLT of this Agreement, DEI or the execution and delivery by Acquisition Company of this Agreement and the Merger Agreement, or the execution by ADLT or Acquisition of the Other Agreements, Agreements to which they are a party and the consummation of the transactions contemplated hereby and thereby by ADLT DEI or Acquisition; provided, however, that, in making this representation, ADLT is relying on certain representations of the Shareholders in Article 3, pursuant to which the issuance of the ADLT Shares is exempt from registration under the Securities ActCompany.