Common use of No Violation to Result Clause in Contracts

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or shareholders of the Company, or (y) any Contract or Encumbrance to which the Company is a party or by which it is bound, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles Certificate of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or shareholders of the CompanyStockholders, or (y) any Contract or Encumbrance to which the Company is a party or by which it is boundSignificant Contract, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the CompanyCompany or any of its Subsidiaries; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Significant Contract or cancel, terminate or modify any such Significant Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Companyits Subsidiaries; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Encumbrance upon the Shares Company Stock or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except Other than as set forth on Schedule 3.3would not reasonably be expected to be material to the Company, individually or in the aggregate, the execution, delivery and performance by the Company such Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company such Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Company or shareholders of the Company, or other Contract (ydefined below) any Contract or Encumbrance to which the Company such Seller is a party or by which it he is bound, bound or (zy) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority Authority”) which is applicable to the Companysuch Seller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Contract or cancellimited liability company, terminate or modify any such Contract; (iii) give any partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other Person entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Tickeri Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other other than as set forth on Schedule 3.3, no notice to, in the Notes. No filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company such Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3provided in Section 5.15, the execution, delivery and performance by the Company such Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company such Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Company or shareholders of the Company, or other Contract (ydefined below) any Contract or Encumbrance to which the Company such Seller is a party or by which he or it is bound, bound or (zy) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority Authority”) which is applicable to the Companysuch Seller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Contract or cancellimited liability company, terminate or modify any such Contract; (iii) give any partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other Person entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, Encumbrance or restriction in favor of any Person upon any of the Shares Monster Interests or any of the properties or assets of the Company, except in . Except for the case of PPP Loan (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other than as set forth on Schedule 3.3defined below), no notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company such Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company such Seller of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3, the The execution, delivery and performance by each of the Company Buyer and the Merger Subs of this Agreement and the other documents contemplated hereby and the consummation by each of the Company Buyer and the Merger Subs of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles bylaws, articles of Incorporation incorporation or Bylaws other governing documents of the Company Buyer or the Merger Subs or any resolution adopted by the board of directors of the Company or shareholders of the CompanyBuyer or the Merger Subs, or (y) any Contract note, debt instrument, security agreement, mortgage or Encumbrance any other contract to which the Company Buyer or the Merger Subs is a party or by which it is bound, bound or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the CompanyBuyer or the Merger Subs; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares or any of the properties or assets of the Company, except in Buyer or the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000Merger Subs. Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is triggered by, with the approval, adoption, execution, delivery or performance by the Company Buyer or the Merger Subs of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Buyer or the Merger Subs of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3, the The execution, delivery and performance by the Company Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Company or shareholders of the Company, or other Contract (ydefined below) any Contract or Encumbrance to which the Company Seller is a party or by which it he is bound, bound or (zy) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority Authority”) which is applicable to the CompanySeller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Contract or cancellimited liability company, terminate or modify any such Contract; (iii) give any partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other Person entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3, the The execution, delivery and performance by the Company Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles articles of Incorporation incorporation, bylaws or Bylaws other governing documents of the Company or any resolution adopted by the board of directors of the Company or shareholders of the Company, or if applicable, (y) any Contract note, debt instrument, security agreement, mortgage or Encumbrance any other contract to which the Company Seller is a party or by which it he is bound, bound or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority Authority”) which is applicable to the CompanySeller; (ii) give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Contract or cancellimited liability company, terminate or modify any such Contract; (iii) give any partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other Person entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the certificate of incorporation or bylaws of the Company or (ii) any Law applicable to the Company or any of its Subsidiaries, (b) in any material respect violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of Material Contract to which the Company or any resolution adopted by the board of directors of the Company or shareholders of the Company, or (y) any Contract or Encumbrance to which the Company its Subsidiaries is a party or by which it is they or their assets are bound, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company; (iic) give any Person the right to declare a default, default or exercise any remedy or accelerate the performance or maturity under any such Material Contract or cancel, terminate or modify any such Material Contract; (iiid) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any material permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Companyits Subsidiaries; or (ve) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction Encumbrance other than a Permitted Encumbrance in favor of any Person upon any of the Shares or any of the properties or assets of the Company, except in the case Company or any of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000its Subsidiaries. Other than as set forth on Schedule 3.3, (i) with respect to Material Contracts, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision is in any Material Contract or otherwise is, or will be, triggered by, and (ii) other than with respect to Material Contracts, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, the authorization, approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth except for (w) the filing of a joint voluntary notice with the Committee on Schedule 3.3 or will have done so prior Foreign Investment in the United States (“CFIUS”) pursuant to the ClosingExon-Fxxxxx Amendment to the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended by the Foreign Investment and Security Act of 2007, 50 U.S.C. App. §2170 (“FINSA”), and written confirmation by CFIUS of the successful completion of the FINSA review process; (x) compliance with and filings under the National Industrial Security Program Operating Manual (“NISPOM”); (y) compliance with and filings under the International Traffic in Arms Regulations (“ITAR”); and (z) the filing of a notification and report form by the Company under the HSR Act, if required, and any other filings under applicable antitrust, competition, trade regulation or merger control Law (together with the HSR Act, the “Antitrust Laws”), and the expiration or termination of the waiting period required thereunder.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles Certificate of Incorporation or Bylaws of the Company or any Subsidiary or any resolution adopted by the board of directors or stockholders of the Company or shareholders of the Companyany Subsidiary, or (y) any note, debt instrument, security agreement, mortgage or any other Contract or Encumbrance to which the Company or any Subsidiary is a party or by which it any of them is bound, or (z) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the CompanyCompany or any Subsidiary; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, modify any permit or license that is held by the Company or any Subsidiary or that otherwise relates to the Company’s or any Subsidiary’s business or to any of the assets owned or used by the CompanyCompany or any Subsidiary; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares or Company Stock or, except for any Permitted Encumbrance, any of the properties or assets of the CompanyCompany or any Subsidiary, except in the case of (i)(ywith respect to Section 3.3(i)(y) and (ii) above any such violations, breaches, conflicts, defaults or acceleration as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000are immaterial. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is triggered by, with the approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles Certificate of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or shareholders of the Company, or (y) any Contract or Encumbrance to which the Company is a party or by which it is or its assets are bound, or (z) any law, judgment, decree, order, rule, regulation, permit, license Law or other legal requirement of any Government Authority applicable to the Company; (ii) give any Person the right to declare a default, default or exercise any remedy or accelerate the performance or maturity under any such Contract Contract, or cancel, terminate or modify any such Contract; , (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, Encumbrance or restriction in favor of any Person upon the Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would notother than, individually with respect to such properties or in the aggregateassets, reasonably be expected to result in any Liability to the Company in excess of $25,000Permitted Encumbrance. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision is in any Contract or otherwise is, or will be, triggered by, the authorization, approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or nor the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except Other than with respect to the Securities Laws or as set forth on Schedule 3.3may be required by reason of or the Parent Parties’ participation in the Transactions, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby Transaction Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ia) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (xi) any of the terms of the Articles of Incorporation operating agreement or Bylaws other organizational documents of the Company or any of its Subsidiaries or any resolution adopted by the board of directors managers or members of the Company or shareholders any of the Companyits Subsidiaries, or (yii) any Material Contract or Encumbrance to which the Company or any of its Subsidiaries is a party or by which it is they or their assets are bound, or (ziii) any law, judgment, decree, order, rule, regulation, permit, license Law or other legal requirement of any Government Governmental Authority applicable to the CompanyCompany or any of its Subsidiaries; (iib) give any Person the right to declare a default, default or exercise any remedy or accelerate the performance or maturity under any such Material Contract or cancel, terminate or modify any such Material Contract; (iiic) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any material permit or license that is held by the Company or any of its Subsidiaries or that otherwise relates to is used in or necessary for the Company’s or any of its Subsidiaries’ business or to any of the assets owned or used by the CompanyCompany or any of its Subsidiaries; or (vd) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, material Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person (other than the Parent Parties) upon any of the Shares Company Units or any of the properties or assets of the CompanyCompany or any of its Subsidiaries under any Contract entered into by the Company or its Subsidiaries, except except, in the case of each of (i)(ya)(ii), (a)(iii) and (ii) as would notb), individually or in where the aggregate, reasonably failure of such representations and warranties to be expected to result in any Liability so true and correct is not material to the Company in excess of $25,000and its Subsidiaries (taken as a whole). Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, of any Governmental Authority under any Law or any Person under any Material Contract is necessary in connection with, and no “change of control” provision is in any Material Contract is, or will be, triggered by, the authorization, approval, adoption, execution, delivery or performance by the Company or any of this Agreement and its Subsidiaries of the other documents contemplated hereby Transaction Documents or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby Transactions pursuant thereto, except (x) under the Exchange Act, the Securities Act or thereby. The Company has given all noticesother federal or state securities, “blue sky” or takeover Laws and any rules or regulations promulgated thereunder (collectively, the “Securities Laws”) or (y) any notice, filing or consent, the failure of which to be made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior obtained, as applicable, is not material to the ClosingCompany and its Subsidiaries (taken as a whole).

No Violation to Result. Except as set forth on Schedule 3.3limited by the Restrictive Agreements, the execution, delivery and performance by the Company Seller of this Agreement and the other documents contemplated hereby and the consummation by the Company Seller of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles articles of Incorporation incorporation, bylaws or Bylaws other governing documents of the Company Seller or any resolution adopted by the board of directors of the Company or shareholders of the CompanySeller, or if applicable, (y) any Contract note, debt instrument, security agreement, mortgage or Encumbrance any other contract to which the Company Seller is a party or by which it Seller is bound, bound or (z) to Seller’s knowledge, any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any nation, state or other instrumentality or political subdivision thereof (including any county or city), or any entity exercising executive, legislative, judicial, military, regulatory or administrative functions pertaining to any government (each, a “Government Authority Authority”) which is applicable to the CompanySeller; (ii) to Seller’s knowledge, give any Person the right to declare a defaultperson, exercise any remedy or accelerate the performance or maturity under any such Contract or cancellimited liability company, terminate or modify any such Contract; (iii) give any partnership, trust, unincorporated organization, corporation, association, joint stock company, business group, Government Authority or other Person entity (each, a “Person”) the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares Units or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000Seller. Other than as set forth on Schedule 3.3, no No notice to, filing with, or consent of, any Person is necessary in connection with, and no nor is any “change of control” provision is triggered by, the approval, adoption, execution, delivery or performance by the Company Seller of this Agreement and the other documents contemplated hereby or nor the consummation by the Company Seller of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to except as required by the ClosingRestrictive Agreements.

No Violation to Result. Except as set forth on Schedule 3.3, the The execution, delivery and performance by the Company of this Agreement and the other documents agreements contemplated hereby and to which the Company is a party, the consummation by the Company of the transactions contemplated hereby and thereby thereby, and the fulfillment by the Company of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of timetime or both): (i) violate, breach, conflict with, constitute a default under, or accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Company or shareholders of the Company, or (y) any other Contract or Encumbrance to which the Company is a party or by which it the Company or its assets or properties is bound, or including any Purchased Contract, (zy) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company, or (z) any of the terms of the organizational or constitutional documents of the Company (in each case, as amended from time to time) or any resolution adopted by the board of directors or shareholders of the Company; (ii) give any Person the right to declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract or to cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modifymodify any permit, any permit franchise or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction Encumbrance in favor of any Person upon the Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000. Other than as set forth on Schedule 3.3, no No notice to, filing with, with or consent of, of any Person is necessary in connection with, and no “change of control” provision is triggered by, with the approval, adoption, execution, delivery or performance by the Company of this Agreement and the other documents agreements contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.

No Violation to Result. Except as set forth on Schedule 3.3limited by the Restrictive Agreements (as defined in the Purchase Agreement), the execution, delivery and performance by the Company of each party to this Agreement and the other documents contemplated hereby and the consummation by the Company parties of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereofthereby, do not and will not, directly or indirectly (with or without notice or lapse of time): (i) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles bylaws, articles of Incorporation incorporation or Bylaws other governing documents of the Company such party, if any, or any resolution adopted by the board of directors of the Company or shareholders of the Companysuch party, or if any, (y) any Contract note, debt instrument, security agreement, mortgage or Encumbrance any other contract to which the Company such party is a party or by which it is bound, bound or (z) to such party’s knowledge, any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any entity exercising executive, legislative, judicial, military, regulatory, or administrative functions pertaining to any government (“Government Authority Authority”) applicable to the Companysuch party; (ii) give any Person the right to declare a defaultsuch party’s knowledge, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (viii) result in the creation or imposition of any Encumbranceencumbrance, possibility of Encumbranceencumbrance, or restriction in favor of any Person person upon the Shares or any of the properties or assets of the Company, except in the case of (i)(y) and (ii) as would not, individually or in the aggregate, reasonably be expected to result in any Liability to the Company in excess of $25,000such party. Other than as set forth on Schedule 3.3required by the Restrictive Agreements, no notice to, filing with, or consent of, any Person person is necessary in connection with, and no “change of control” provision is triggered by, with the approval, adoption, execution, delivery or performance by the Company of this Agreement such party and the other documents contemplated hereby or nor the consummation by the Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the Closing.