No Conflict. The execution, delivery and performance by the [[Organization A:Organization]] of, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, this Agreement and the Trust Agreement do not and will not # violate or conflict with the organizational documents of the [[Organization A:Organization]], # conflict with or violate any Law or Permit of any Governmental Entity applicable to the [[Organization A:Organization]] or by which it or its properties or assets is bound or subject, or # result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, any agreement, lease, note, bond, loan or credit agreement, mortgage, indenture or other instrument, obligation or contract of any kind to which the [[Organization A:Organization]] or any of its subsidiaries is a party or by which the [[Organization A:Organization]] or any of its subsidiaries or any of their respective properties or assets is bound or affected, except, in the case of clauses (ii) and (iii))], any such conflicts, violations, breaches, loss of contractual benefits, defaults or rights that, individually or in the aggregate, do not have, and would not reasonably be

No Conflict. The execution, delivery and performance of this Agreement by each Loan Party will not violate any requirement of law or contractual obligation of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues.

No Conflict. It is not a party to, and, during the Term, will not enter into, any agreement that would prevent it from granting the rights or exclusivity granted or intended to be granted to the other Party under this Agreement or performing its obligations under this Agreement.

No Conflict. The execution, delivery and performance of the Exchange Documents by [[Organization B:Organization]] and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and reservation for issuance of the Conversion Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of [[Organization B:Organization]] or any of its Subsidiaries, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries or Bylaws (as defined below) of [[Organization B:Organization]] or any of its Subsidiaries, # conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which [[Organization B:Organization]] or any of its Subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to [[Organization B:Organization]] except, in the case of [clause (ii) or (iii) above], to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.

No Conflict. The execution, delivery, and performance of this Agreement by Seller and the consummation of the transaction contemplated hereby will not violate, conflict with, or result in a breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, or constitute a default or cause an acceleration of any obligation under, or result in the imposition or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.

No Conflict. Executive represents and warrants that Executive’s execution of this Agreement, Executive’s employment with the Company and HoldCo, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations Executive may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.

No Conflict. Except as set forth on [Schedule 4.1.1], neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Company will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party or the consummation by the Company of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby.

No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of its obligations hereunder will not, # violate or conflict with the charter documents of Owners, or # subject to the consents specified in Section 3.2, constitute a breach or default (or an event that with notice or lapse of time or both would become a breach or default) or give rise to any lien, third party right of termination, cancellation, material modification or acceleration, or loss of any benefit, under any contract to which Owners is a party or by which it is bound, or # conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Owners, except, in the case of clauses (2) and (3), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Owners and would not impair the ability of Owners to perform its obligations under this Agreement.

No Conflict; No Other Employment. During the period of Executive’s employment with the Company, Executive shall not: # engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit, except as approved in advance in writing by the Company; provided, however, that Executive shall be entitled to manage Executive’s personal investments and otherwise attend to personal affairs, including charitable, social and political activities in a manner that does not unreasonably interfere with Executive’s responsibilities hereunder, or # accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor.

No Conflict; No Other Employment. During the period of [[Mr. Roberts:Person]]' employment with the Company, [[Mr. Roberts:Person]] shall not: # engage in any activity which conflicts or interferes with or derogates from the performance of [[Mr. Roberts:Person]]' duties hereunder nor shall [[Mr. Roberts:Person]] engage in any other business activity, whether or not such business activity is pursued for gain or profit and including service as a director of any other company, except as approved in advance in writing by the Company (which approval shall not be unreasonably withheld); provided, however, that [[Mr. Roberts:Person]] shall be entitled to manage his personal investments and otherwise attend to personal affairs, including charitable, social and political activities, in a manner that does not unreasonably interfere with his responsibilities hereunder, or # engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor. The foregoing notwithstanding, the Company acknowledges and agrees that # [[Mr. Roberts:Person]] has engaged and intends to continue to engage in certain other business transactions, subject to the approval of the Audit Committee of the Company's Board of Directors as appropriate and # employment or other service to SGI to the extent and as permitted under Section 2(b) will not contravene this Section 6(a).