Common use of Noncontravention Clause in Contracts

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer is subject, Sellers are subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is Sellers are a party or by which it he or she is bound or to which any of its his or her assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Aa) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (Bb) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it is bound or to which any of its assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the any Buyer is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the any Buyer is a party or by which it is bound or to which any of its assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer such Seller is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer such Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer Holder is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer Holder is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer any Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer any Seller is a party or by which it he is bound or to which any of its assets are subjectbound.

Noncontravention. Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer any Shareholder is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer any Shareholder is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingdirective or ruling of any government, chargegovernment agency, or other restriction of any Governmental Authority court to which the Buyer Seller is subject, ; or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, permit, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer such Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer any Seller is a party or by which it is bound or to which any of its assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer any Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer any Seller is a party or by which he or it is bound or to which any of his or its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer Company is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer Company is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebythis Transaction, will (Ai) violate any constitution, statuteLaw, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contractContract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it Seller is bound or to which any of its the Seller's assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which any of the Buyer is subject, Sellers are subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which any of the Buyer is Sellers are a party party, or by which it is bound any of the Sellers are bound, or to which any of its the Sellers' assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Aa) violate any constitutionLaw, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeDecree, or other restriction of any Governmental Government Authority to which the Buyer is subject, subject or any provision of its Organizational Documents or (Bb) other than as set forth in Section 4.2 of Annex II, conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subjectsubject or, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it is bound or to which any of its Seller's assets are is subject.

Noncontravention. Neither the The execution and the delivery of this Agreement, nor Agreement and the consummation of the transactions contemplated hereby, in this Agreement will not (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which any of the Buyer is subject, Sellers are subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer Seller is a party or by which it he or she is bound or to which any of its his or her assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Stockholder is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Stockholder is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer such Seller is subject, or subject (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer such Seller is a party or by which he, she or it is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this AgreementAgreement by such Seller, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer such Seller is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contractContract, lease, license, instrument, lease or other arrangement License to which the Buyer such Seller is a party or by which it is any of them are bound or to which any of his or its respective assets are subjectsubject (or result in the imposition of any Security Interest upon any of its assets).

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Aa) violate any constitutionLaw, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeDecree, or other restriction of any Governmental Authority to which the Buyer such Seller is subjectsubject or, or if such Seller is an Entity, any provision of its Organizational Documents, (Bb) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer such Seller is a party or by which it is bound or to which any of its assets are subjectsubject or (c) result in the imposition or creation of an Encumbrance upon or with respect to the Units owned by such Seller.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any of the Buyer Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Buyer is Sellers are a party or by which it any of them is bound or to which any of its their assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A1) violate in any material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B2) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or party, by which it Seller is bound bound, or to which any of its the assets are of Seller is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer such Seller is subject, or subject (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer such Seller is a party or by which it he or she is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer any Stockholder is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer any Stockholder is a party or by which it he or she is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, EXHIBIT 1.1-4 or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which he or it is bound or to which any any, of his or its assets are is subject.

Noncontravention. Neither the execution and the delivery ---------------- of this Agreement, nor the consummation of the transactions contemplated hereby, will will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any Governmental Authority government, governmental agency or court to which the Buyer such Seller is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, permit or other arrangement instrument to which the Buyer such Seller is a party or by which it is bound or to which (iii) violate any provision of its assets are subjectthe organizational or constitutional documents of such Seller that is an entity.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer Seller is subject, or (B) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it Seller is bound or to which any of its Seller’s assets are is subject, or (C) result in the imposition or creation of an Encumbrance upon or with respect to the Company Shares.

Noncontravention. Neither the execution and or the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority Entity, or court to which the Buyer Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer Company is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Company is a party or by which it is bound or to which any of its assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyherein, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or party, by which it he is bound or to which any of its his assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyContemplated Transactions, will (A1) violate in any material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B2) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or party, by which it Seller is bound bound, or to which any of its the assets are of Seller is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority Legal Requirement to which the Buyer or any of its Subsidiaries is subject, subject or any provision of the Buyer's or any of its Subsidiaries' Organizational Documents or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer or any of its Subsidiaries is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A1) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Shareholder is subject, or (B2) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Shareholder is a party or by which it Shareholder is bound or to which any of its Shareholder's assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Aa) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Purchaser is subject, subject or (Bb) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Purchaser is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party party, the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any of the Buyer Seller is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it Seller is bound or to which any of its Seller’s assets are is subject.

Noncontravention. Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any law, constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government or Governmental Authority to which the Buyer such Stockholder is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer such Stockholder is a party or by which it such Stockholder is bound or to which any of its such Stockholder's assets are is subject.

Noncontravention. Neither the execution and the delivery of this AgreementAgreement by ▇▇▇▇▇▇▇▇▇, nor the consummation performance by ▇▇▇▇▇▇▇▇▇ of the transactions contemplated herebyits obligations hereunder, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer ▇▇▇▇▇▇▇▇▇ is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer ▇▇▇▇▇▇▇▇▇ is a party or by which it is bound or to which any of its assets are is subject, except, in any case, as would not have a material adverse effect on ▇▇▇▇▇▇▇▇▇'▇ ability to perform its obligations hereunder.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it is bound or to which any any, of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, will , (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer Major Shareholders is subject, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Major Shareholder is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any Governmental Authority to which the Buyer is subject, or any provision of its charter or bylaws, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any material agreement, contract, lease, license, instrument, license or other arrangement instrument to which the Buyer is a party or by which it is bound or to which any of its assets are subject. The Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority or third party in order for the Buyer to consummate the transactions contemplated by this Agreement.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statutestatue, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer such Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other legally binding arrangement to which the Buyer such Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Aa) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer such Purchaser is subject, subject or (Bb) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer such Purchaser is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subjectsubject or, or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its the Seller's assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which he or it is bound or to which any of his or its assets are is subject.

Noncontravention. Neither the The execution and the delivery of this Agreement, nor Agreement by Buyer and the consummation of the transactions contemplated herebyin this Agreement, will not: (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer is subject, or ; (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets are is subject; or (iii) violate the articles of incorporation or bylaws of the Buyer.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer such Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other legally binding arrangement to which the Buyer such Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he or she is bound or to which any of its his or her assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer any Stockholder is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer any Stockholder is a party or by which it he or she is bound or to which any of its his or her assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he or she is bound or to which any of its his or her assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer is subject, Sellers are subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is Sellers are a party or by which it is they are bound or to which any of its their assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statutestatue, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer any Seller is subject, subject to or (Bii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other legally binding arrangement to which the Buyer any Seller is a party or by which it he is bound or to which any of its his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer is subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which he or it is bound or to which any of its the Seller's Shares or his assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Aa) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any Governmental Authority government, governmental agency or court to which the Buyer Seller is subject, subject or (Bb) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which the Buyer Seller is a party or by which it is bound or to which any of its assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which it he is bound or to which any of its his assets are is subject. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which any of the Buyer Sellers is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Buyer Sellers is a party or by which he, she, or it is bound or to which any of his, her, or its assets are is subject, except as set forth on Annex 1 attached hereto or §4(c) of the Disclosure Schedule.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which Seller or the Buyer Company is subject, or (B) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller or the Buyer Company is a party or by which it Seller or the Company is bound or to which any of its Seller’s or the Company assets are is subject, or (C) result in the imposition or creation of an Encumbrance upon or with respect to the Company Shares.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which the Buyer any Seller is subject, or (B) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer any Seller is a party or by which it any Seller is bound or to which any of its any Seller’s assets are is subject, or (C) result in the imposition or creation of an Encumbrance upon or with respect to the Company Units.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which any of the Buyer Sellers is subject, subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Buyer Sellers is a party or by which it he is bound or to which any of its the Sellers' assets are subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (Ai) violate any constitution, statute, regulation, rule, injunction, judgment, orderOrder, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer Seller is subject, subject or (Bii) conflict with, result in a breach Breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer Seller is a party or by which he or it is bound or to which any any, of his or its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Authority to which any of the Buyer is Buyers are subject, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the any Buyer is a party or by which he, she or it is bound or to which any of his, her or its assets are is subject.

Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgmentjudgement, order, decree, ruling, charge, or other restriction of any Governmental Authority government, governmental agency, or court to which the Buyer such Seller is subject, or subject (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Buyer such Seller is a party or by which it he is bound or to which any of its his assets are is subject.