Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None Subject only to the approval of (a) the execution and delivery adoption of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedacquisition by Royale Petroleum's shareholders, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, other documents executed or to be executed by Royale Petroleum in connection with this Agreement and the consummation of the acquisition and the other transactions contemplated hereby by this Agreement and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement do not and the Seller Ancillary Documents either (x) conflicts will not, with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any material benefit under under, or permits permit the acceleration of any obligation under, (i) any term or provision of the termsArticles or Certificate of Incorporation or Bylaws of Royale Petroleum, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (zii) violates any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Royale Petroleum is a party or by which Seller Royale Petroleum or any of their respective properties is bound bound, or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, regulation or rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesRoyale Petroleum. Except for compliance with the Required Consents applicable requirements of the Securities Act, the Exchange Act and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party with respect to Royale Petroleum is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, Royale Petroleum or the consummation of the transactions contemplated hereby and the ownership and operation by this Agreement Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain such consent, approval, order or authorization of or the Seller Ancillary Documents by Sellerfailure to make such registration, declaration or filing, would not have a Royale Petroleum Material Adverse Effect.

Absence of Restrictions and Conflicts. None Subject only to the approval of (a) the execution and delivery adoption of this Agreement and the Seller Ancillary Documents, or (b) subject to each of Merger by the Required Consents having been obtainedSurviving Corporation's shareholders, the execution, delivery or performance of this Agreement and the Seller Ancillary Documentsother documents executed in connection with the Agreement, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement do not and the Seller Ancillary Documents either (x) conflicts will not, with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any material benefit under under, or permits permit the acceleration of any obligation under, (i) any term or provision of the terms, conditions Articles or provisions Certificate of any note, bond, mortgage, indenture, lease, license, contract, agreement Incorporation or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any Bylaws of the Subject CompaniesSurviving Corporation, is a party or by which any of their properties or assets may be bound, or (zii) violates any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Surviving Corporation is a party or by which Seller the Surviving Corporation or any of their respective its properties is bound bound, or (iii) subject to compliance with the Securities Act, the Exchange Act and applicable state securities laws, any statute, law, regulation or rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesSurviving Corporation. Except for compliance with the Required Consents applicable requirements of the Securities Act, the Exchange Act and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of with respect to the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Surviving Corporation is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or by the Seller Ancillary Documents by Seller, Surviving Corporation or the consummation of the transactions contemplated by this Agreement hereby, except where the failure to obtain such consent, approval, order or authorization of or the Seller Ancillary Documents by Sellerfailure to make such registration, declaration or filing, would not have a Surviving Corporation Material Adverse Effect.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in SCHEDULE 3.3, the Company's execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the its consummation of the transactions contemplated hereby by this Agreement and thereby or the Company Ancillary Documents and its fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Company Ancillary Documents either do not and will not (xas the case may be), (a) conflicts conflict with or results result in any breach of any term or provision of the formation charter documents of Seller or, to the knowledge of Seller, UPREIT LLC or any by-laws of the Subject CompaniesCompany, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Contract or result in the creation of any Lien on any of the Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Company is a party or by which any of their its properties or assets may be bound, which breach, default or result would have a Material Adverse Effect on the Company, (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined belowhereinafter defined) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Company is a party or by which Seller the Company or any of their respective its properties is bound bound, or (d) violate any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of Company which violation would have a Material Adverse Effect on the Subject CompaniesCompany. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of (a "GOVERNMENTAL AUTHORITY") with respect to the United States, any foreign country Company or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Shareholder is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents by Seller, the Company or any Shareholder or the consummation of the transactions contemplated by this Agreement or the Seller Company Ancillary Documents by Sellerthe Company or any Shareholder, except for any such failure as would not have a Material Adverse Effect on the Company.

Absence of Restrictions and Conflicts. None Subject only to the approval of (a) the execution and delivery adoption of this Agreement Agreement, the Merger and the Seller Ancillary Documents, or (b) subject to Warrant by each of the Required Consents having been obtainedCNI's and Merger Corp.'s shareholders, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, Warrant and the consummation of the transactions contemplated hereby Merger and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts Warrant do not and will not, with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any material benefit under under, or permits permit the acceleration of any obligation under, (i) any term or provision of the termsArticles of Incorporation or Bylaws of each of CNI and Merger Corp., conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (zii) violates any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller or, to the knowledge of Seller, UPREIT LLC either CNI or any of the Subject Companies, Merger Corp. is a party or by which Seller either CNI or any of their respective Merger Corp. or its properties is bound are bound, or (iii) any statute, law, regulation or rule or regulation applicable to Seller oreach of CNI and Merger Corp. other than such violations, to conflicts, breaches or defaults which would not have a material adverse effect on the knowledge business, operations, assets or financial condition of Seller, UPREIT LLC either CNI or any of the Subject Companies. Merger Corp. Except for the Required Consents filing of the Articles of Merger with the Arizona Corporation Commission and publication thereof as required by the consent BCA, compliance with the applicable requirements of Bank of Americathe Securities Act, N.A. (which consent has been obtained by Seller prior to the date hereof Exchange Act and delivered to the Buyers) (the “Bank of America Consent”)applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority with respect to each of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party CNI and Merger Corp. is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or and the Seller Ancillary Documents Warrant by Seller, each of CNI and Merger Corp. or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Sellerhereby.

Absence of Restrictions and Conflicts. None Subject only to the approval of (a) the execution and delivery adoption of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedMerger by PureSpeech's stockholders, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, other documents executed or to be executed by PureSpeech in connection with this Agreement and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement do not and the Seller Ancillary Documents either (x) conflicts will not, with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any material benefit under under, or permits permit the acceleration of any obligation under, (i) any term or provision of the termsArticles of Organization or Bylaws of PureSpeech, conditions or provisions of (ii) any note"PureSpeech Material Contract" (as defined herein), bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (ziii) violates any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, PureSpeech is a party or by which Seller PureSpeech or any of their respective its properties is bound bound, or (iv) any statute, law, regulation or rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesPureSpeech. Except for compliance with the Required Consents and applicable requirements of the consent Securities Act of Bank of America1933, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) as amended (the “Bank "Securities Act"), the Securities Exchange Act of America Consent”1934, as amended (the "Exchange Act"), and applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party with respect to PureSpeech is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, PureSpeech or the consummation of the transactions contemplated hereby and the ownership and operation by this Agreement or PureSpeech of its business and properties after the Seller Ancillary Documents by SellerEffective Date in substantially the same manner as now owned and operated.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 5.3, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC either Member or any of the Subject Companies, either Principal is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Seller, either Member, either Principal or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC either Member or any of the Subject Companieseither Principal. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller, either Member or any other party either Principal is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, either Member or either Principal, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by SellerSeller or such Member or Principal.