violate, conflict with, result in a breach of, or constitute a default (or an event which with the giving of notice or the lapse of time or both would be reasonably likely to constitute a default) under # the articles or certificate of incorporation, charter or bylaws of the Company, or # to the Company’s knowledge, any decree, judgment, order, law, treaty, rule, regulation or determination applicable to the Company of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or over the properties or assets of the Company or any of its Affiliates; or

The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated herein and therein (including the purchase and acceptance of the Shares) will not conflict with or result in a breach by the Purchaser of, or constitute a default by the Purchaser under: # any contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or # any existing applicable law, rule, published regulation, judgment, order or decree of any government, governmental

No Violation or Conflict. To the best of the USMS’ knowledge and belief, the execution, delivery, and performance by the USMS hereof will not violate or conflict with any law or regulation applicable to it, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets.

No Violation or Conflict. To the best of the Purchaser’s knowledge and belief, the execution, delivery, and performance by the Purchaser hereof will not violate or conflict with any law or regulation applicable to the Purchaser, any order or judgment of any court or other agency of government applicable to the Purchaser, any of the Purchaser’s assets or any contractual restriction binding on or affecting the Purchaser or any of the Purchaser’s assets, or any corporate articles or bylaws applicable to the Purchaser.

No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, arising from Tenant's breach of this warranty and representation.

No Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any provision of any obligation of Seller, # result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon the Transferred Assets, or # violate or result in a breach of, or constitute a default under, any judgment, statute, order, decree, rule or regulation of any court or governmental agency to which Seller or the Transferred Assets are subject.

No Violation. The execution and delivery of this Agreement by the Parent Support Provider, the performance by the Parent Support Provider of the transactions contemplated by this Agreement and the fulfillment of the terms hereof applicable to the Parent Support Provider will not violate any Law applicable to the Parent Support Provider, except where such violation would not reasonably be expected to have a Material Adverse Effect.

None of the execution, delivery or performance by any Loan Party of the Loan Documents to which it is a party or the compliance with the terms and provisions thereof will # conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of Holdings or its Subsidiaries pursuant to the terms or provisions of, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or material instrument to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound or to which any of the property or assets of Holdings or any of its Subsidiaries is subject (other than any lien or encumbrance created or imposed pursuant to the Loan Documents or any Permitted Exceptions), # result in any violation of the provisions of the charter and organizational documents of the Borrower or any Guarantor as currently in effect or # result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holdings or any of its Subsidiaries or any of their properties, except, in cases [(1) and (3)])], for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict. The execution, delivery and performance by the Ceding Company of, and the consummation by the Ceding Company of the transactions contemplated by, this Agreement do not and will not # violate or conflict with the organizational documents of the Ceding Company, # conflict with or violate any Law or Permit of any Governmental Entity applicable to the Ceding Company 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 Ceding Company or any of its subsidiaries is a party or by which the Ceding Company 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 expected to have, a material adverse effect on the Ceding Company’s ability to perform its obligations under this Agreement.

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.