Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties or any of their subsidiaries pursuant to (i) the charter, by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, of the Partnership Parties or any of their subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties or any of their subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties or any of their subsidiaries is a party or by which the Partnership Parties or any of their subsidiaries is bound or to which any of the properties of the Partnership Parties or any of their subsidiaries is subject, except, in the case of (ii) and (iii) as would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statutelaw, statute or ordinance, or any rule, regulation regulation, injunction or order of any governmental agency agency, including without limitation, the United States Food and Drug Administration (the “FDA”), or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and or (iii) only, as would not, individually or in the aggregate, have result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities to be sold by the Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except as disclosed in the General Disclosure Package and except that in the case of clauses (ii) and (iii) as ), where any such breach, violation or default would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement as disclosed in the General Disclosure Package, and the issuance and sale of the Offered Units Securities as disclosed in the General Disclosure Package will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of with respect to clauses (ii) and (iii) as above, for such breaches, violations or defaults or such liens, charges and encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) ), as would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the offering, issuance and sale of the Offered Units Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership articles of organization, by-laws or operating agreement or limited liability company agreement, as applicable, of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any other agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of except with respect to (ii) and (iii) as above for such breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; . For purposes of this subsection, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Shares will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties or any of their subsidiaries Company pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties or any of their subsidiariesCompany, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their subsidiaries or any of their its properties, or (iii) any agreement or instrument to which the Partnership Parties or any of their subsidiaries Company is a party or by which the Partnership Parties or any of their subsidiaries Company is bound or to which any of the properties of the Partnership Parties or any of their subsidiaries Company is subject, except, in the case of each of clauses (ii) and (iii) as ), where such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their subsidiariesCompany.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws (or limited liability company agreement, as applicable, similar governing documents) of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of (ii) and clause (iii) as above, for any such breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, properties or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clause (iii) and (iii) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, have result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Deposit Agreement, the Pricing Agreement and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, or, to the Company’s knowledge, any order of any U.S. or German governmental agency or body of court, in each case having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) or any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, subject except, in the case of (ii) and this clause (iii) as ), where any such breach, violation, default or lien of any such agreement or instrument would not, individually or in the aggregate, not have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter or by-laws of the Company or the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreementother organizational documents, as applicablethe case may be, of the Partnership Parties or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as above, for any such breach, violation, default, lien, charge or encumbrance that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, execution and delivery and performance of this AgreementAgreement and the Deposit Agreement and the consummation of the transactions herein contemplated, and the issuance and sale of the Offered Units Shares and ADSs, and the fulfillment of the terms hereof will not conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charterorganizational documents (including, by-lawswithout limitation, certificate the memorandum and articles of formation, limited partnership agreement or limited liability company agreement, as applicable, association and business licenses) of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, subject except in the case cases of (ii) and (iii) as such violation, breach or default, which would not, individually or in the aggregate, have result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the offering, issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their subsidiaries its Subsidiaries pursuant to (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their subsidiariesits Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of its Subsidiaries or any of their subsidiaries or any of their properties, properties or (iii) any agreement or instrument to which the Partnership Parties Company or any of their subsidiaries its Subsidiaries is a party or by which the Partnership Parties Company or any of their subsidiaries its Subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their subsidiaries its Subsidiaries is subject, except, in the case for purposes of (ii) and clause (iii) as ), any such lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their subsidiariesits Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (iA) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (iiB) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iiiC) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, subject except, in the case of clauses (iiB) and (iiiC) as above, any breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, any supplement to the Indenture with respect to the Offered Securities and this Agreement, Agreement and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof did not and will not not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of clauses (ii) and (iii) as would not), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, have would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clause (iii) and (iii) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, have result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery execution and performance of this Agreement, the Securities Purchase Agreement, the Indenture and the Security Documents and the issuance and sale of the Offered Units Securities and the Underlying Shares and compliance with the terms and provisions thereof will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its Subsidiaries (other than liens pursuant to the Indenture and the Security Documents) pursuant to the terms or provisions of, or result in a breach or violation of any of the terms and or provisions of, or conflict with or constitute a default under, or give any party a Debt Repayment Triggering Event (as defined below) right to terminate any of its obligations under, or result in the imposition acceleration of any lienobligation under, charge or encumbrance upon any property or assets of the Partnership Parties or any of their subsidiaries pursuant to (i) the charter, certificate or articles of incorporation or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their subsidiariesits Subsidiaries, (ii) any statuteindenture, rulemortgage, regulation deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or order other evidence of any governmental agency indebtedness, lease, contract or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties or any of their subsidiaries or any of their properties, or (iii) any other agreement or instrument to which the Partnership Parties Company or any of their subsidiaries its Subsidiaries is a party or by which the Partnership Parties Company, any of its Subsidiaries or any of its or their subsidiaries properties is bound or affected, or (iii) violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to which any of the business or properties of the Partnership Parties Company or any of their subsidiaries is subjectits Subsidiaries, exceptwhich lien, charge, encumbrance, breach, violation, conflict, default, termination or acceleration, in the case cases of clauses (ii) and or (iii) as would not), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, Agreement by the Company and the issuance and sale of the Offered Units Securities and Underlying Shares and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their subsidiariesits Significant Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of clauses (ii) and (iii) for any breach, violation, default, lien, charge or encumbrance for which waivers or consents have been obtained as of the Applicable Time or that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charterany indenture, by-lawsmortgage, certificate deed of formationtrust, limited partnership loan agreement or limited liability company agreement, as applicable, of the Partnership Parties or any of their subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties or any of their subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties property or assets of the Partnership Parties Company or any of their its subsidiaries is subject, except(ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (iii) and (iii) above, for such exceptions as would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a . “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of each of the Indentures and this Agreement, and the issuance and sale of the Offered Units Securities and Underlying Shares and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their subsidiariesits Significant Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subjectsubject , except, in the case of with respect to clauses (ii) and (iii) as of this paragraph only, such breaches, defaults, liens, charges, encumbrances or violations that would not, individually or not result in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, Agreement and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their subsidiariesits Material Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of ; except with respect to clauses (ii) and (iii) as of this paragraph only, such breaches, defaults, liens, charges, encumbrances or violations that would not, individually or not result in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their subsidiaries the Significant Subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or party, by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) ), as would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any outstanding note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of (A) any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their subsidiaries the Significant Subsidiaries pursuant to (i) to, the charter, charter or by-laws, certificate of formation, limited partnership agreement laws (or limited liability company agreement, as applicable, similar organizational documents) of the Partnership Parties Company or any of their subsidiariesthe Significant Subsidiaries, (iiB) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iiiC) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of except with respect to (iiB) and (iiiC) as only, for such breaches, violations or defaults that would notnot reasonably be expected to, individually or in the aggregate, have result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement charter or limited liability company agreement, as applicable, bylaws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subjectsubject except for such breaches, exceptviolations, in the case of liens, charges or encumbrances that would not with respect to clause (ii) and or (iii) as would not), individually or in the aggregate, have result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement and the Indenture, and the issuance and sale of the Offered Units Securities and the Underlying Shares issuable upon conversion thereof, and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of (ii) and clause (iii) as ), where any such breach, violation or default would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or the articles of organization or operating agreement of any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body body, any accrediting agency or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, including, without limitation, the Higher Education Act of 1965, as amended (the "HEA"), or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, subject except, in the case cases of clauses (ii) and (iii) as such breaches, violations, defaults or impositions (other than a Debt Repayment Triggering Event) that would not, individually or in the aggregate, have result in a Material Adverse Effect; a “"Debt Repayment Triggering Event” " means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, each of the Transaction Documents and the issuance and sale of the Offered Units Securities (including the issuance of any Underlying Shares upon conversion thereof) and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in for the case purposes of clauses (ii) and (iii) as ), any breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; . As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities, will not conflict with, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any law or statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Agency having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, including any indenture, mortgage, deed of trust or loan agreement, except, in the case of clauses (ii) and (iii) as where such breach, violation or default would not, individually or in the aggregate, have result in a Material Adverse EffectChange (as defined in Section 1(mm) hereof); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties or any of their subsidiaries pursuant to (i) the charter, by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, of the Partnership Parties or any of their subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties or any of their subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties or any of their subsidiaries is a party or by which the Partnership Parties or any of their subsidiaries is bound or to which any of the properties of the Partnership Parties or any of their subsidiaries is subject, except, in the case of (ii) and (iii) as would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, of the Partnership Parties or any of their subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any subsidiary of their subsidiaries the Company or any of their properties, or (iiiii) any agreement or instrument to which the Partnership Parties Company or any of their subsidiaries such subsidiary is a party or by which the Partnership Parties Company or any of their subsidiaries such subsidiary is bound or to which any of the properties of the Partnership Parties Company or any of their subsidiaries such subsidiary is subject, or (iii) the charter or by-laws or any equivalent organizational document of the Company or any such subsidiary, except, in the case of clauses (iii) and (iii) as ii), where such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect; a and the Company has full corporate power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement. A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter or by-laws of the Company or the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreementother organizational documents, as applicablethe case may be, of the Partnership Parties or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as above, for any such breach, violation, default, lien, charge or encumbrance that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement and the Transaction Documents, and the issuance and sale of the Offered Units Securities and the Formation Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational document of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their respective properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as above, for any such lien, charge, encumbrance, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the offering, issuance and sale of the Offered Units Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership articles of organization, by-laws or operating agreement or limited liability company agreement, as applicable, of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any other agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of clauses (ii) and (iii) as above for such breaches, violations, defaults or such liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as would notabove, individually for such conflicts, breaches or defaults that, singly, or in the aggregate, have would not reasonably be expected to result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clause (iii) and (iii) as it applies to the Company’s subsidiaries, as would not, individually or in the aggregate, have result in a Material Adverse Effect, and in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company, or any of their subsidiaries, its subsidiaries (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company, or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as above, for any such conflict, breach or violation that would not, individually or in the aggregate, have a Material Adverse Effect; . For purposes of this subsection (n), a “Debt Repayment Triggering Event” means any event or condition not described in the General Disclosure Package that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their subsidiaries the Subsidiaries pursuant to (i) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational instrument or document of the Partnership Parties Company or any of their subsidiariesthe Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their subsidiaries the Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their subsidiaries the Subsidiaries is a party or by which the Partnership Parties Company or any of their subsidiaries the Subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their subsidiaries the Subsidiaries is subject, except, in the case of (ii) and (iii) as above, for such conflicts, breaches, violations, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their subsidiariesthe Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, this Agreement and the Registration Rights Agreement, and the issuance and sale of the Offered Units Securities and the issuance of the Guarantees and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charter or by-laws of the Company or the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreementother organizational documents, as applicablethe case may be, of the Partnership Parties or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case cause of clauses (ii) and (iii) as above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties or Company, any of their its subsidiaries or, to the Company’s knowledge, Free Bulkers pursuant to (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties or Company, any of their subsidiariesits subsidiaries or Free Bulkers, any (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties or Company, any of their its subsidiaries or Free Bulkers or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties or Company, any of their its subsidiaries or Free Bulkers is a party or by which the Partnership Parties or Company, any of their its subsidiaries or Free Bulkers is bound or to which any of the properties of the Partnership Parties or Company, any of their its subsidiaries or, to the Company’s knowledge, Free Bulkers is subject, exceptexcept for such breach, violation or default which would not result in the case of (ii) and (iii) as would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or Company, any of their subsidiariesits subsidiaries or, to the Company’s knowledge, Free Bulkers.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (iA) the charter, by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, Organizational Documents (as applicable, defined below) of the Partnership Parties Company or any of their its subsidiaries, (iiB) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iiiC) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case cases of clauses (iiB) and (iiiC) as only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, have a Material Adverse EffectEffect and as would not materially adversely affect the Company’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their subsidiaries.the

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, and this Agreement, and the issuance and sale of the Offered Units Securities and Underlying Shares and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its significant subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar constitutive document of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) or any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, subject except, in the case of clauses (ii) and (iii) as ), where any such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement and the Capped Call Confirmations by the Company, and the issuance and sale of the Offered Units Securities and the issuance, if any, of the Underlying Common Stock upon conversion of the Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, subject except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement by the Company, and the issuance and sale of the Offered Units Purchase Shares will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statutelaw or statute or any judgment, rule, regulation or order of any governmental agency or body or any arbiter or court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of subject except with respect to (ii) and (iii) as above on such breaches, violations, defaults, liens, charges, or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance and sale of the Offered Units Securities in the manner and pursuant to the terms as herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default or or, except as disclosed in the General Disclosure Package, a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of except with respect to (ii) and (iii) as above only for such breaches, violations or defaults or such liens, charges or encumbrances which are Permitted Liens or would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement (including, and without limitation, the issuance and sale of the Offered Units Securities to the Underwriters) and the Concurrent Transactions, and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational document of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) above, for such defaults or violations as would not, individually or in the aggregate, not have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the Deposit Agreement and the consummation of the transactions contemplated herein and therein and the issuance and sale of the Offered Units Securities, including the deposit of the Ordinary Shares represented by the ADSs with the Depositary and the issuance of the ADRs evidencing the ADSs and the listing of the Offered Securities on The New York Stock Exchange, do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) to, the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of (ii) and (iii) as would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Conversion and the offering, issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any subsidiary of their subsidiaries the Company pursuant to (ia) the charter, charter or by-laws, certificate of formation, limited partnership articles of organization, operating agreement or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any subsidiary of their subsidiariesthe Company, (iib) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any subsidiary of the Company or any of their subsidiaries or any of their properties, properties or (iiic) any agreement or instrument to which the Partnership Parties Company or any subsidiary of their subsidiaries the Company is a party or by which the Partnership Parties Company or any subsidiary of their subsidiaries the Company is bound or to which any of the properties of the Partnership Parties Company or any subsidiary of their subsidiaries the Company is subject, exceptexcept for purposes of clause (c) any such breach, in the case of (ii) and (iii) as violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any subsidiary of their subsidiariesthe Company.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Units Agreements and this Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) ), as would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement by the Company, and the issuance and sale of the Offered Units Shares will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (iA) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (iiB) any statutelaw or statute or any judgment, rule, regulation or order of any governmental agency or body or any arbiter or court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iiiC) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of subject except with respect to (iiB) and (iiiC) as above on such breaches, violations, defaults, liens, charges, or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance consummation of the transactions contemplated by this Agreement or in connection with the offering and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any Panamanian, Peruvian, U.S. or other governmental agency or body or any court, domestic or foreign, court having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, exceptexcept for, in the case of (ii) and (iii) ), such as would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance and sale of the Offered Units Shares will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or any court, domestic or foreign, agency having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of clauses (ii) and (iii) above, as would not, individually singly or in the aggregate, have result in a Material Adverse Effect; . For purposes of this subsection, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement and any Confirmation, and in each case the issuance and sale of the Offered Units Shares and compliance with the terms and provisions thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) ), as would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance and sale of the Offered Units Securities in the manner and pursuant to the terms as herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default or or, except as disclosed in the General Disclosure Package, a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of except with respect to (ii) and (iii) as above only for such breaches, violations or defaults or such liens, charges or encumbrances which are Permitted Liens or would not, individually or in the aggregate, have a Material Adverse Effect; a “"Debt Repayment Triggering Event” " means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement and the Warrants, and the issuance and sale of the Offered Units Securities and the Warrant Shares, will not conflict with, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any law or statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Agency having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, including any indenture, mortgage, deed of trust or loan agreement, except, in the case of clauses (ii) and (iii) as where such breach, violation or default would not, individually or in the aggregate, have result in a Material Adverse EffectChange; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties or any of their subsidiaries Company pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties or any of their subsidiariesCompany, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their subsidiaries or any of their its properties, or (iii) any agreement or instrument to which the Partnership Parties or any of their subsidiaries Company is a party or by which the Partnership Parties or any of their subsidiaries Company is bound or to which any of the properties of the Partnership Parties or any of their subsidiaries Company is subject, except, in the case of each of clauses (ii) and (iii) as ), where such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their subsidiariesCompany.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order applicable to the Company or any of its subsidiaries of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, exceptexcept for any such breach, violation, default, lien, charge or encumbrance described in the case of clause (ii) and or (iii) as that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement will not, and the previous issuance and sale of the Offered Units will not Securities by the Company did not, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational document of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their respective properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as above, for any such lien, charge, encumbrance, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, this Agreement and the Registration Rights Agreement, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of except with respect to clauses (ii) and (iii) for such breaches, violations, defaults, Debt Repayment Triggering Events, liens, charges or encumbrances, as applicable, that would notnot have, individually or in the aggregate, have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties or any of their Company and its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreementthe Indenture, and the issuance and sale of the Offered Units Securities and compliance with the terms and provisions thereof, did not and will not not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Parties or any of their subsidiaries Entities pursuant to (i) the charterOrganizational Agreements, by-laws, certificate the certificates of formation, limited partnership agreement or limited liability company agreement, as applicable, of the Partnership Parties formation or any other organizational document of their subsidiariesany Partnership Entity, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Entities or any of their subsidiaries or any of their respective properties, or (iii) any agreement or instrument to which the any Partnership Parties or any of their subsidiaries Entity is a party or by which any of the Partnership Parties or any of their subsidiaries is Entities are bound or to which any of the properties of the Partnership Parties or any of their subsidiaries Entities is subject, except, except in the case of clauses (ii) and (iii) as would not), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, have would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by any of the Partnership Parties or any of their subsidiariesEntities.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement and the issuance and sale of the Offered Units Securities will not (i) result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their subsidiaries pursuant to (i) the charter, by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, of the Partnership Parties or any of their its subsidiaries, (ii) result in any violation of the provisions of the charter, articles of association or similar organizational documents of the Company or any of its subsidiaries,(iii) result in the violation of any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iiiiv) result in the violation of any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (iii), (iii) and (iiiiv) as above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement (including the Stock Repurchase) will not, and the previous issuance and sale of the Offered Units will not Securities by the Company did not, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other organizational document of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their respective properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of clauses (ii) and (iii) as above, for any such lien, charge, encumbrance, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, Agreement and the issuance and sale consummation of the Offered Units transactions contemplated hereby will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, by-laws, certificate articles of formation, limited partnership agreement association or limited liability company agreement, as applicable, bylaws (or similar governing documents) of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their propertiesproperties (including, without limitation, the U.S. Food and Drug Administration (“FDA”)), or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this AgreementAgreement and the Warrants, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, articles of association or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their propertiesproperties (including, without limitation, the U.S. Food and Drug Administration (“FDA”)), or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of each of clauses (ii) and (iii) as ), where such breaches, violations, defaults, liens, charges or encumbrances would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectEffect or a material adverse effect on the consummation of the transactions contemplated by this Agreement; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Units Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the charter or by-laws of the Company or the charter, by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreementother organizational documents, as applicablethe case may be, of the Partnership Parties or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, ; except, in the case of clauses (ii) and (iii) as above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, other similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, except in the case of clauses (ii) and (iii) as would not), for any breaches, violations, defaults, liens, charges or encumbrances that, individually or in the aggregate, have would not result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not not, and the execution, delivery and performance of the Reorganization Agreement and the consummation of the transactions contemplated therein will not, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject; , except, in the case of clauses (ii) and (iii) as ), where any such breach, violation or default would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities and the consummation of the Corporate Reorganization will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, ; except in the case of clauses (ii) and (iii) as above, for any such defaults or violations that would not, individually or in the aggregate, have result in a Material Adverse EffectEffect (as defined below); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Securities will not not, and the execution, delivery and performance of the Reorganization Agreement and the consummation of the transactions contemplated therein will not, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to to, (i) the charter, charter or by-laws, certificate of formation, limited partnership agreement or limited liability company agreement, as applicable, laws of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, except, in the case of (ii) and clause (iii) as ), where any such breach, violation or default would not, individually or in the aggregate, have result in a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, and the issuance and sale of the Offered Units Shares will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Partnership Parties Company or any of their its subsidiaries pursuant to (i) the chartermemorandum of association, articles of association, charter or by-laws, certificate of formation, limited partnership agreement laws or limited liability company agreement, as applicable, similar organizational documents of the Partnership Parties Company or any of their its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body applicable to the Company or any of its subsidiaries or any court, domestic or foreign, having jurisdiction over the Partnership Parties Company or any of their its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Partnership Parties Company or any of their its subsidiaries is a party or by which the Partnership Parties Company or any of their its subsidiaries is bound or to which any of the properties of the Partnership Parties Company or any of their its subsidiaries is subject, subject except, in the case for purposes of clauses (ii) and (iii) as ), any such breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Partnership Parties Company or any of their its subsidiaries.