Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the Effective Date and prior to the Closing.

No Material Litigation. Except as previously disclosed to the Agent and ​ pursuant to [subsection 4.3], no litigation, inquiry, investigation, injunction or restraining order (including any proposed statute, rule or regulation) shall be pending, entered or threatened which, in the reasonable judgment of the Required ​, could reasonably be expected to have a Material Adverse Effect.

None of the Company or the Subsidiaries: # is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, contract, commitment, instrument, plan, undertaking or regulatory requirement (including, without limitation, any and all leases, mortgages, and other contractual arrangements with respect to real property) material to the business of the Company and the Subsidiaries taken as a whole (collectively, the “Contracts”), and # no event has occurred which, with or without the giving of notice or lapse of time or both, would constitute or result in a default thereunder except, in the case of each of [(a) and (b)], for such defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Contracts is valid and enforceable in accordance with its terms except to the extent that enforcement thereof may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and # general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and except for those failures of Contracts (or provisions thereof) to be valid or enforceable which would not, in the aggregate, have a Material Adverse Effect.

Material Contract Defaults. NOVA is not, or has not, received any notice or has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which NOVA is a party # with expected receipts or expenditures in excess of $100,000, # requiring NOVA to indemnify any person, # granting exclusive rights to any party, # evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more, including guarantees of such indebtedness, or # which, if breached by NOVA in such a manner would # permit any other party to cancel or terminate the same (with or without notice of passage of time) or # provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from NOVA or # give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

Material Contract Defaults. UBI is not, or has not, received any notice nor has any knowledge that any other party is, in default in any respect under any Material Contract; and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a Material Contract means any contract, agreement or commitment that is effective as of the Closing Date to which UBI is a party # with expected receipts or expenditures in excess of $10,000, # requiring UBI to indemnify any person, # granting exclusive rights to any party, # evidencing indebtedness for borrowed or loaned money in excess of $10,000 or more, including guarantees of such indebtedness, or # which, if breached by UBI in such a manner would # permit any other party to cancel or terminate the same (with or without notice of passage of time) or # provide a basis for any other party to claim money damages (either individually or in the aggregate with all other such claims under that contract) from UBI or # give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or commitment.

No Material Loss. The Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or decree of any governmental entity; and, since the date as of which information is given in the Prospectus, there has not been any material change in the ownership or long-term debt of the Company or any material adverse change, or any development that may cause a prospective material adverse change, in or affecting the general affairs, management, financial position, business prospects or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus;

Material Nonpublic Information. Dealer hereby represents and covenants to Counterparty that it has implemented policies and procedures, taking into consideration the nature of its business, reasonably designed to prevent individuals making investment decisions related to any Transaction from having access to material nonpublic information regarding Issuer that may be in possession of other individuals at Dealer

Material Adverse Effect. Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Material Adverse Effect. There shall not have occurred since September 30, 2014 any event or condition that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Advertising: The Distributor has the right to advertise the Products within the Territory. Any advertising shall be done according to the following reasonable rules and conditions: # all advertising in any form shall be done at the Distributor’s sole expense; # all advertising must conspicuously display the Manufacturer’s name, trademarks, copyright and other proprietary notices; # all advertising copy, news releases and/or other publicity must be submitted to and approved by the Manufacturer prior to use. Any advertising considered incorrect or inappropriate by the Manufacturer shall not be used by the Distributor. The Distributor shall be solely responsible for all consequences of its advertising, and shall indemnify, defend and hold the Manufacturer harmless from all damages and other liabilities that in any way arise out of such advertising; and # the Distributor acknowledges that the reason for these reasonable rules is to protect the public and the goodwill associated with the Manufacturer’s trademarks and Products, and to ensure that no claim or statement is made which may be viewed as misleading or inaccurate. The Distributor acknowledges that there is no intent or purpose to control or dictate the Distributor’s operations or marketing plans by the Manufacturer