Common use of Non-Contravention Clause in Contracts

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated herein, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation Organizational Documents of the Purchaser or charter documents of Pubcoany Applicable Laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation Order of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco PGT under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco PGT or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPGT; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco PGT or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco or any of its subsidiaries, or any of their respective material property or assets;; or (b) violate any provision of the applicable incorporation Constitution, Articles of Association or charter any other constating documents of Pubco; or (c) violate any orderPriveco, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property subsidiaries or assetsany applicable laws.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubcothe Purchaser; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (aA) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Catalyst under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Catalyst or any of its material property or assets; (bB) violate any provision of the applicable incorporation or charter documents of PubcoCatalyst; or (cC) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Catalyst or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated herein, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation Organizational Documents of the Purchaser or charter documents of Pubcoany Applicable Laws; or (c) violate any orderOrder, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Tamm under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Tamm or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoTamm; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Tamm or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) i. conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) ii. violate any provision of the applicable incorporation or charter documents of Pubcothe Purchaser; or (c) iii. violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter constating documents of PubcoPriveco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, rule or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and or performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco any Group Company under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco any Group Company or any of its their respective material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubcoany Group Company; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco any Group Company or any of its their respective material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoPriveco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and delivery, performance of this Agreement, Agreement nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Acquired Assets under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco ▇▇▇▇▇▇▇▇, or any of its material property or assets;; or, (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco ▇▇▇▇▇▇▇▇ or any of its material property or assetsthe Acquired Assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (aA) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Wind Works under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Wind Works or any of its material property or assets; (bB) violate any provision of the applicable incorporation or charter documents of PubcoWind Works; or (cC) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Wind Works or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco AMI under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco AMI, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoAMI; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco AMI or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated herein, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of Pubco the Purchaser, under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation Organizational Documents of the Purchaser or charter documents of Pubcoany Applicable Laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation Order of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Xten under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Xten, or any of its material respective property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoXten; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Xten or any of its material respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Genesis under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Genesis or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoGenesis; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Genesis or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco QMotions under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco QMotions, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoQMotions; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco QMotions or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (aA) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Smart Ventures under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Smart Ventures or any of its material property or assets; (bB) violate any provision of the applicable incorporation or charter documents of PubcoSmart Ventures; or (cC) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Smart Ventures or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco ATC under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco ATC or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoATC; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco ATC or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco VITS under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco VITS or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoVITS; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco VITS or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (aA) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco EPHS Holdings under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco EPHS Holdings or any of its material property or assets; (bB) violate any provision of the applicable incorporation or charter documents of PubcoEPHS Holdings; or (cC) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco EPHS Holdings or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and nor performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco RV Estates under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco RV Estates or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoRV Estates; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco RV Estates or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco General Gold under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco General Gold, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoGeneral Gold; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco General Gold or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and and/or performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco WEIC under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco WEIC, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoWEIC; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco WEIC or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter constating documents of PubcoPubco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, rule or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, willshall: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and nor performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco CUIS under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco CUIS or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoCUIS; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco CUIS or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco IBS under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco IBS or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoIBS; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco IBS or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation organization or charter formation documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco ECO under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco ECO, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoECO; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco ECO or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Actiga under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Actiga or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoActiga; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Actiga or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Puppy Zone under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Puppy Zone or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPuppy Zone; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Puppy Zone or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Purchase under any term, condition or provision provisions of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Purchaser or any of its material property or assets;. (b) violate any provision of the applicable incorporation or charter documents of PubcoPurchaser; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither None of the execution, delivery and performance of this Agreement, Agreement nor the consummation of the Transaction, Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of Pubco the Purchaser or the Parent under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of the Parent or its material property or assets; (b) violate any provision of the applicable incorporation Organizational Documents of the Purchaser or charter documents of Pubcothe Parent or any Applicable Laws; or (c) violate any orderOrder, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or the Parent or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and and/or performance of this Agreement, nor the consummation of the Transactiontransactions contemplated hereby, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Purchaser, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoPurchaser; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assetsin Nevada that would result in a Material Adverse Effect (defined below).

Non-Contravention. Neither the execution, delivery and or performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material Material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material Material properties or assets of Pubco PRLX under any term, condition or provision of any loan or credit agreement, note, debentureNote, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco PRLX or any of its material Material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPRLX, or any applicable law; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco PRLX or any of its material Material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPubco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionTransactions, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPriveco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Mynk under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Mynk, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoMynk; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Mynk or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation Articles or charter documents Bylaws of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco PubCo under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco PubCo or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPubCo; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco PubCo or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) : conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Pan American or the Subsidiary under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Pan American or the Subsidiary, or any of its material their respective property or assets; (b) ; violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoPan American or the Subsidiary; or (c) or violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Pan American or the Subsidiary or any of its material their respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a1) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Sporg under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Sporg, or any of its material respective property or assets; (b2) violate any provision of the applicable articles of incorporation or charter documents bylaws of PubcoSporg; or (c3) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Sporg or any of its material respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a1) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Nextdigital under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Nextdigital, or any of its material respective property or assets; (b2) violate any provision of the applicable articles of incorporation or charter documents bylaws of PubcoNextdigital; or (c3) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Nextdigital or any of its material respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated herein, will: (a) 4.5.1 conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lienLien, security interest, charge or encumbrance Encumbrance upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) 4.5.2 violate any provision of the applicable incorporation Organizational Documents of the Purchaser or charter documents of Pubcoany Applicable Laws; or (c) 4.5.3 violate any orderOrder, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, Agreement nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco EGCT under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco EGCT or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoEGCT; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco EGCT or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco BBNA under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco BBNA or any of its material property or assets;; or (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) BBNA or violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco BBNA or any of its their respective material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco OTEC under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco OTEC, or any of its material property or assets; (b) violate any provision of the applicable certificate of incorporation or charter documents bylaws of PubcoOTEC; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco OTEC or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Subco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Subco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter constating documents of PubcoSubco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, rule or regulation of any court or governmental or regulatory authority applicable to Pubco Subco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco FSona under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco FSona, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoFSona; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco FSona or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Exchange Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco L48 under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco L48 or any of its material property properties or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoL48; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco L48 or any of its material property properties or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Ukabobs or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Ukabobs or any of its subsidiaries, or any of their respective material property or assets;; or (b) violate any provision of the applicable incorporation Certificate of Formation or charter any other constating documents of Pubco; or (c) violate any orderUkabobs, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property subsidiaries or assetsany applicable laws.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco PRLX under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco PRLX, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoPRLX; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco PRLX or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and nor performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco AHFL under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco AHFL or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoAHFL; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco AHFL or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated herein, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation Organizational Documents of the Purchaser, the Acquirer or charter documents of Pubcoany Applicable Laws; or (c) violate any orderOrder, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Matrix under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Matrix or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoMatrix; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Matrix or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPurchaser; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Mindesta under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Mindesta or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoMindesta; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Mindesta or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco, or any of its respective material property or assets; (b) violate any provision of the applicable incorporation formation or charter organizational documents of PubcoPriveco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco ID under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco ID or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoID; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco ID or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Mateo under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Mateo, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoMateo; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Mateo or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Upstream under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Upstream or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoUpstream; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Upstream or any of its material property or assets.. + GPM

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) : • conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco the Company under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Company or any of its material property or assets; (b) ; • violate any provision of the applicable incorporation or charter documents of Pubcothe Company; or (c) or • violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco the Company or any of its material property or assets.

Non-Contravention. Neither None of the execution, delivery and performance of this Agreement, Agreement nor the consummation of the Transaction, Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, orderOrder, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser or any of its material property or assets; (b) violate any provision of the applicable incorporation Organizational Documents of the Purchaser or charter documents of Pubcoany Applicable Laws; or (c) violate any orderOrder, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority Governmental Body applicable to Pubco the Purchaser or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Miramont under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Miramont or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoMiramont; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Miramont or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated hereby, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter constating documents of PubcoPubco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, rule or regulation of any court or governmental or regulatory authority Governmental Authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionTransactions, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco SIGN under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco SIGN or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoSIGN; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco SIGN or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco PTSG under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco PTSG, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoPTSG; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco PTSG or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) i. conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco ECOSYS under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco ECOSYS or any of its material property or assets; (b) ii. violate any provision of the applicable incorporation or charter documents of PubcoECOSYS; or (c) iii. violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco ECOSYS or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Upstream under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Upstream, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoUpstream; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Upstream or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause breach of or constitute a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco HPD under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco HPD, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoHPD; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco HPD or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Verify under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Verify or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoVerify; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Verify or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco PubCo under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco PubCo or any of its material property or assets; (b) violate any provision of the applicable incorporation articles of incorporation, by-laws, or charter documents of PubcoPubCo; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco PubCo or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (aA) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco DNAP under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco DNAP or any of its material property or assets; (bB) violate any provision of the applicable incorporation or charter documents of PubcoDNAP; or (cC) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco DNAP or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) i. conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco AMZO under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco AMZO, or any of its material property or assets; (b) ii. violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoAMZO; or (c) iii. violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco AMZO or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco or, or any of its their respective material property or assets; (b) violate any provision of the applicable incorporation or charter constating documents of PubcoPriveco, or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco, or any of its their respective material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubco; oror Execution version (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco the Purchaser under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco the Purchaser, or any of its his respective material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubcolaws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco the Purchaser or any of its his respective material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a1) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco TSI Medical under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco TSI Medical, or any of its material respective property or assets; (b2) violate any provision of the applicable articles of incorporation or charter documents bylaws of PubcoTSI Medical; or (c3) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco TSI Medical or any of its material respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Pacific Pharma under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Pacific Pharma, or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents Notice of PubcoArticles and Articles of Pacific Pharma; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Pacific Pharma or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco EDVP under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco EDVP or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoEDVP; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco EDVP or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Tryx under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Tryx or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoTryx; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Tryx or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactiontransactions contemplated hereby, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter constating documents of PubcoPriveco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, rule or regulation of any court or governmental or regulatory authority Governmental Authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Ignition under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Ignition, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoIgnition; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Ignition or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Lyfetec under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Lyfetec, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoLyfetec; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Lyfetec or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Lexaria under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Lexaria or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoLexaria; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Lexaria or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a1) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Royal Mines under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Royal Mines, or any of its material respective property or assets; (b2) violate any provision of the applicable articles of incorporation or charter documents bylaws of PubcoRoyal Mines; or (c3) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Royal Mines or any of its material respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco, or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPriveco’s constating documents; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco, or any of its material property or assets; (b) violate any provision of the applicable incorporation Constitution or charter documents Articles of PubcoAssociation of Priveco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the TransactionMerger, will: (a1) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Bulldog Nevada under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Bulldog Nevada, or any of its material respective property or assets; (b2) violate any provision of the applicable incorporation memorandum or charter documents articles of PubcoBulldog Nevada; or (c3) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Bulldog Nevada or any of its material respective property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause breach of or constitute a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco RAVEN under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco RAVEN, or any of its material property or assets; (b) violate any provision of the applicable incorporation articles or charter documents bylaws of PubcoRAVEN; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco RAVEN or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Acquirer under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Acquirer or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoAcquirer; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Acquirer or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Priveco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Priveco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPriveco or any applicable laws; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Priveco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Panglobal under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Panglobal or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoPanglobal; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Panglobal or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, D/CZM/678915.4 permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of Pubco; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco or any of its material property or assets.

Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, this Transaction will: (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Pubco Royaltech under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Pubco Royaltech or any of its material property or assets; (b) violate any provision of the applicable incorporation or charter documents of PubcoRoyaltech; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Pubco Royaltech or any of its material property or assets.