Noncontravention clause samples

Section3.4 Noncontravention. Neither the execution and delivery of this Agreement by the MLP Entities nor the consummation by the MLP Entities of the Transactions, nor compliance by the MLP Entities with any of the terms or provisions of this Agreement, will (a)assuming that the MLP Unitholder Approval is obtained, conflict with or violate any provision of the MLP Charter Documents or any of the comparable organizational documents of the other MLP Group Entities, (b)assuming that the Consents referred to in Section3.5 and the third party consents or approvals listed in Section3.4 of the MLP Disclosure Letter and the MLP Unitholder Approval are obtained and the filings referred to in Section3.5 are made, (i)violate, in any material respect, any Law or Order applicable to the MLP Group Entities or by which they or any of their respective properties or assets may be bound or affected, (ii)violate or conflict with, in any material respect, or result in the loss of any material benefit under, constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any material Lien upon any of the respective properties or assets of, the MLP Group Entities under any Permit (including any Environmental Permit) to which any of the MLP Group Entities is a party or by which they or any of their respective properties or assets may be bound or affected, (iii)violate or conflict with, or result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, the MLP Group Entities under any Contract to which any of the MLP Group Entities is a party or by which they or any of their respective properties or assets may be bound or affected, except for any such breach, violation, termination, modification, cancellation, creation, acceleration, loss or default that, individually or in the aggregate, would not reasonably be expected to have an MLP Material Adverse Effect or (iv)result in the exercisability of any right to purchase or acquire any material asset of the MLP Group Entities.

Section4.4 Noncontravention. The execution and delivery by the Lightfoot Entities of this Agreement or any other documents required hereunder to be executed and delivered by the Lightfoot Entities pursuant to this Agreement, and the consummation by the Lightfoot Entities of the Transactions, will not (a)conflict with, violate or result in a default under the certificate of formation of the Lightfoot Entities or MLP GP or the limited partnership agreement or limited liability company agreement of the Lightfoot Entities or the MLP GP LLC Agreement, or entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the GP Equity Interest, (b)conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract, document or Permit to which the Lightfoot Entities or MLP GP is a party or to which the Lightfoot Entities or MLP GP or their respective assets, including the GP Equity Interest, are subject, (c)result in the creation of any Lien upon the GP Equity Interest or (d)except as set forth in Section4.4 of the MLP Disclosure Letter, require the Lightfoot Entities or the MLP Entities to obtain or make any Consent from or with any Person (other than any Governmental Authority, as to which the provisions of Section4.5 apply).

Section3.04 Noncontravention. The execution and delivery by Seller of this Agreement or any other documents required hereunder to be executed and delivered by Seller pursuant to this Agreement, and the consummation by Seller of the transactions contemplated hereunder, will not (a)conflict with, violate or result in a default under the certificate of formation of Seller or the limited liability company agreement of Seller, or entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Purchased Interests, (b)to the Knowledge of Seller, conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract (other than the LLC Agreement), document or Permit to which Seller is a party or to which Seller or its assets, including the Purchased Interests, are subject, (c)result in the creation of any Lien upon the Purchased Interests (except transfer restrictions under applicable securities Laws) or (d)require Seller to obtain or make any Consent from or with any Person, except in the case of clauses (b), (c) or (d)above, for any such breach, default, violation, or Consent that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section3.4 Noncontravention. The execution and delivery by the Lightfoot Entities of this Agreement or any other documents required hereunder to be executed and delivered by the Lightfoot Entities pursuant to this Agreement, and the consummation by the Lightfoot Entities of the transactions contemplated hereunder, will not (a)conflict with, violate or result in a default under the certificate of formation or limited partnership of any of the Lightfoot Entities or the limited partnership agreement or limited liability company agreement of any of the Lightfoot Entities, or entitle any Person to exercise any preferential purchase right, option to purchase or similar right with respect to the Unconditioned Interest or, subject to Section5.7, the Conditioned Interest, (b)conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract, document or Permit to which the Lightfoot Entities or Seller is a party or to which any of the Lightfoot Entities or Seller or their respective assets, including the Unconditioned Interest and the Conditioned Interest, are subject, (c)result in the creation of any Lien (other than a Permitted Lien) upon the Unconditioned Interest or the Conditioned Interest (except transfer restrictions under applicable securities Laws) or (d)require the Lightfoot Entities or Seller to obtain or make any Consent from or with any Person, other than the Gulf LNG Consent.

(d) Noncontravention. The execution and delivery by each of the Lightfoot Entities of this Agreement or any other documents required hereunder to be executed and delivered by the Lightfoot Entities pursuant to this Agreement, and the consummation by each of the Lightfoot Entities of the transactions contemplated hereunder, will not (a)conflict with, violate or result in a default under the certificate of formation or certificate of limited partnership of any of the Lightfoot Entities or the limited partnership agreement or limited liability company agreement of either of the Lightfoot Entities, (b)conflict with or result in a breach, default or violation of, or require a Consent under, any Law, Order, Contract, document or Permit to which either of the Lightfoot Entities is a party or to which either of the Lightfoot Entities or their respective assets are subject, (c)result in the creation of any Lien upon the Equity Securities of either of the Lightfoot Entities or (d), require either of the Lightfoot Entities to obtain or make any Consent from or with any Person, other than as may be required by applicable Laws and the LCP GP LLC Agreement and the LCP LP Agreement (which Consents required by the LCP GP LLC Agreement and the LCP LP Agreement, if any, have been obtained prior to the execution and deliver of this Agreement).

4. Noncontravention. Neither the execution and delivery by the Virginia Subsidiary of the 2026 Indenture, nor the performance by the Virginia Subsidiary of its obligations thereunder: (a)violates any statute or regulation of Applicable Law that is applicable to the Virginia Subsidiary; or (b)violates any provision of the Organizational Documents of the Virginia Subsidiary.

(b) Noncontravention. With respect to the opinions expressed in Paragraph 4(a), our opinion is limited to our review of only those laws and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the 2026 Indenture and to business organizations generally.

4. Noncontravention. Neither the execution and delivery by the Company of the Indenture, nor the performance by the Company of its obligations thereunder: (a)violates any provision of the Company’s Organizational Documents or (b)violates any statute or regulation of Applicable Law that, in each case, is applicable to the Company.

(b) Noncontravention. With respect to our opinion as to whether the execution, delivery and performance of the Indenture violates Applicable Law, (i)such opinion is limited to our review of only those statutes and regulations of Applicable Law that, in our experience, are normally applicable to transactions of the type contemplated by the Indenture and to business organizations generally and (ii)other than performance of any payment obligation under the Indenture, we express no opinion whether performance by the Company of its obligations under the Indenture after the date hereof would violate any Applicable Law.

2.3 Noncontravention. The execution, delivery and performance by Founder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a)violate any governing document, including any trust agreement, applicable to Founder, (b)subject to compliance with Section2.2, violate any applicable law, (c)assuming the waiver or inapplicability of any and all rights of first refusal or co-sale held by the Company or the Company’s stockholders that are applicable to the transactions contemplated hereby, require any consent or other action under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any obligation of Founder or to the loss of any benefit to which Founder is entitled under any provision of any agreement or other instrument binding upon Founder or (d)result in the creation or imposition of any lien on Founder’s ClassC Shares, other than restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Amended and Restated Certificate of Incorporation or any other agreements to which Founder and the Company are a party.

3.4 Noncontravention. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Section3.3, (a) violate the certificate of incorporation or bylaws of the Company, (b)violate any applicable law, (c)require any consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right obligation of the Company or to the loss of any benefit to which the Company is entitled under any provision of any agreement or other instrument binding upon the Company or (d)result in the creation or imposition of any lien on the ClassC Shares other than as set forth or contemplated by this Agreement or the Amended and Restated Certificate of Incorporation.

Section2.3 Noncontravention. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a)violate in any material respect any law applicable to the Seller or (b)require of the Seller any filing with, consent, approval or authorization of, or any material notice to, any governmental authority.

(f) Noncontravention. Neither the execution and delivery of the Exchange Notes Documents by any party thereto nor the performance by such party of its obligations thereunder will conflict with or result in a breach of (i)the certificate or articles of incorporation, bylaws, certificate or articles of organization, operating agreement, certificate of limited partnership, partnership agreement, trust agreement, or other similar organizational documents of any such party, except that no such assumption is made with respect to any Illinois Guarantor as to its Organizational Documents; (ii)any law or regulation of any jurisdiction applicable to any such party, except that no such assumption is made with respect to any Illinois Guarantor as to any applicable law (as described in qualification paragraph(a) below); or (iii)any order, writ, injunction or decree of any court or governmental instrumentality or agency applicable to any such party or any agreement or instrument to which any such party may be a party or by which its properties are subject or bound.

Section2.04. Noncontravention. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby do not and will not (i)violate any organizational documents of Seller, (ii)violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii)require any consent or other action, except consents or other actions pursuant to the Amended and Restated Agreement of Limited Partnership of AllianceBernstein, dated as of October29, 1999 (the “AllianceBernstein Limited Partnership Agreement”), by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under, any provision of any agreement or other instrument binding upon Seller.

Section3.04. Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i)violate the organizational documents of Buyer, (ii)violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii)require any consent or other action, except consents or other actions pursuant to the AllianceBernstein Limited Partnership Agreement, by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under, any provision of any agreement or other instrument binding upon Buyer.

3.2 Authorization; Noncontravention. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby: (a)have been authorized by all necessary corporate action on the part of the Company, (b)will not violate any Requirements of Law applicable to the Company, or result in a material breach or default under any contractual obligations of the Company, or under any order, writ, judgment, injunction, decree, determination or award of any court, arbitrator or other Governmental Authority, in each case applicable to the Company or its properties and (c)does not conflict with or contravene the terms of the certificate of incorporation or bylaws of the Company.

4.2 Authorization; Noncontravention. The Purchaser’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the acquisition of the Shares by the Purchaser, will not violate any Requirements of Law applicable to the Purchaser, or result in a material breach or default under any contractual obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any court, arbitrator or other Governmental Authority, in each case applicable to the Purchaser or its properties. The acquisition of the Shares by the Purchaser: (a)has been authorized by all necessary limited liability company action on the part of the Purchaser and (b)does not conflict with or contravene the terms of the Purchaser’s limited liability company agreement.

(c)Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i)violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Subscriber is subject, or (ii)conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Subscriber is a party or by which the Subscriber is bound or to which any of the Subscriber’s assets are subject. There is no action, suit or proceeding, pending or threatened against the Subscriber that questions the validity of this Agreement or the right of the Subscriber to enter into this Agreement or to consummate the transactions contemplated hereby.

2.3 Noncontravention. The execution, delivery and performance by Executive of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a)violate any governing document, including any trust agreement, applicable to such Executive, (b)subject to compliance with Section2.2, violate any applicable law, (c)assuming the waiver or inapplicability of any and all rights of first refusal or co-sale held by the Company or the Company’s stockholders that are applicable to the transactions contemplated hereby, require any consent or other action under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any obligation of such Executive or to the loss of any benefit to which such Executive is entitled under any provision of any agreement or other instrument binding upon such Executive or (d)result in the creation or imposition of any lien on the Executive Equity Awards or the shares of ClassA Common Stock underlying such award, other than restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Amended and Restated Certificate of Incorporation or any other agreements to which such Executive and the Company are a party.

Section3.6 Noncontravention. Neither the execution and the delivery of this Agreement or any other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, will (i)violate any provision of the Organizational Documents of E-House China or CRIC, as applicable, or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which any of the Zhou Parties is subject, or (ii)conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which any of the Zhou Parties is a party or by which any of the Zhou Parties is bound or to which any of the Zhou Parties’ assets are subject. There is no action, suit or proceeding, pending or threatened against any of the Zhou Parties that questions the validity of the Transaction Documents or the right of any of the Zhou Parties to enter into this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

(c)Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, or other restriction of any government, governmental agency, or court to which the Company is subject, or any provision of the charter or bylaws of the Company, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which any of the Company’s assets is subject (or result in the imposition of any Security Interest upon any of its assets), or (iii) require the Company to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

Section3.04. Noncontravention. The execution, delivery and performance by such Seller of this Agreement and the Registration Rights Assignment and the consummation of the transactions contemplated hereby and thereby do not and will not (i)violate the organizational documents of such Seller, (ii)assuming the consent of the Company to the Registration Rights Assignment, violate the terms of any agreements governing such Seller or (iii)assuming compliance with the matters referred to in Section 3.03, violate any Applicable Law in any material respect.

Section4.3Noncontravention.Except as set forth on Section4.3 of the Company and Sellers’ Disclosure Letter or the filings pursuant to Section7.8, the consummation by such Seller of the transactions contemplated by this Agreement and the Ancillary Agreements to which such Seller is a party do not (a)conflict with or result in any breach of any of the material terms, conditions or provisions of, (b)constitute a material default under (whether with or without the giving of notice, the passage of time or both), (c)result in a material violation of, (d)give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (e)result in the creation of any Lien upon the Company Units under, (f)require any approval under, from or pursuant to, or (g)require any filing with, (x)any material Contract to which such Seller is a party, (y)any Governing Document of such Seller or (z)any Governmental Entity under or pursuant to any Law or Order to which such Seller is bound or subject, with respect to clauses (x)and (z)that are or would reasonably be expected to be material to such Seller. Such Seller is not in violation of any of the Governing Documents of such Seller.

Section5.10Noncontravention. Except for the filings pursuant to Section7.8, the consummation by the Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements do not (i)conflict with or result in any breach of any of the material terms, conditions or provisions of, (ii)constitute a material default under (whether with or without the giving of notice, the passage of time or both), (iii)result in a material violation of, (iv)give any third party the right to terminate or accelerate, or cause any termination or acceleration of, any material right or material obligation under, (v)result in the creation of any Lien upon its Equity Interests under, (vi)require any approval under, from or pursuant to, or (vii) require any filing with, (x)any Contract or lease to which the Buyer is a party, (y)any Governing Document of the Buyer, or (z)any Governmental Entity under or pursuant to any Law or Order to which the Buyer is bound or subject, with respect to clauses (x)and (z)that are or would reasonably be expected to be material to Buyer. The Buyer is not in violation of any of its Governing Documents.

3.4 Noncontravention. The execution, delivery and performance by NantWorks of this Agreement and the consummation of the transactions contemplated hereby does not (a)violate or conflict with the organizational documents of NantWorks or any resolution adopted by or action taken by the directors, managing member or members of NantWorks, (b)assuming compliance with the matters referred to in Section3.3(a), contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to NantWorks or (c)with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of NantWorks, or to a loss of any benefit to which NantWorks is entitled under any provision of any agreement, contract or other instrument to which NantWorks is a party or by which NantWorks or its properties or assets are bound, except, in the case of clauses(b) or (c), for any such contravention, conflict or violation that would not have, individually or in the aggregate, a Material Adverse Effect.

(d)Noncontravention. Neither the execution and the delivery of the Transaction Documents to which Seller or USPF, as the case may be, is a party, nor the fulfillment of the terms, conditions and provisions hereof or thereof, will: (i)violate any Legal Requirement applicable to Seller or USPF; (ii)conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel any agreement, contract, grant of rights, lease, license, instrument or other arrangement to which Seller or USPF is a party or result in the imposition of or creation of any Encumbrance upon or with respect to any of the assets owned or used by Seller or USPF (other than in favor of Buyer); (iii)require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Seller or USPF is a party or by which Seller or USPF is bound or to which any of Seller’s or USPF’s assets are subject, except as otherwise given prior to the Closing Date; or (iv)require the approval, consent, authorization or act of, or the making by Seller or USPF of any declaration, filing or registration with, any Person, except as otherwise obtained or made prior to the Closing Date and except for any applicable federal or state securities registrations or filings.

(d)Noncontravention. Neither the execution and the delivery of the Transaction Documents to which Buyer or Ameris is a party, nor the fulfillment of the terms, conditions and provisions hereof or thereof, will (i)violate any Legal Requirement applicable to Buyer or Ameris, (ii)conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel any agreement, contract, grant of rights, lease, license, instrument or other arrangement to which Buyer or Ameris is a party or result in the imposition of or creation of any Encumbrance upon or with respect to any of the assets owned or used by Buyer or Ameris, (iii)require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Buyer or Ameris is a party or by which Buyer or Ameris is bound or to which any of Buyer’s or Ameris’s assets are subject, except as otherwise given prior to the Closing Date, or (iv)require the approval, consent, authorization or act of, or the making by Buyer or Ameris of any declaration, filing or registration with, any Person, except as otherwise obtained or made prior to the Closing Date and except for any applicable federal or state securities registrations or filings or post-Closing bank regulatory filings.

Section3.04. Noncontravention. The execution, delivery and performance by any Group Company of the Transaction Documents and the consummation of the transactions contemplated thereby do not and will not (i)violate its Charter Documents, as applicable, (ii)assuming compliance with the matters referred to in Section3.03, materially violate any Applicable Law, (iii)require any consent or other action by any Person (other than those which have obtained or shall have obtained prior to the First Closing) under, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Group Company or to a loss of any benefit to which such Group Company is entitled under any provision of any agreement or other instrument binding upon such Group Company or (iv)result in the creation or imposition of any Lien on any asset of any Group Company, other than the Permitted Liens.

Section4.04. Noncontravention. The execution, delivery and performance by such Seller of the Transaction Documents and the consummation of the transactions contemplated thereby do not and will not (i)violate its Charter Documents, as applicable, (ii)assuming compliance with the matters referred to in ‎Section3.03, violate any Applicable Law, or (iii)require any consent or other action by any Person (other than those which have obtained or shall have obtained prior to the First Closing) under, constitute a material default or an event that, with or without notice or lapse of time or both, would constitute a material default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Seller or to a loss of any benefit to which such Seller is entitled under any provision of any agreement or other instrument binding upon such Seller.

(e) Noncontravention. Neither the execution and the delivery of this Agreement, nor the transactions contemplated hereby, violate any provision of the organizational documents of the Company or its subsidiaries or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or its subsidiaries is subject.

(d) Noncontravention. Neither the execution and the delivery of this Agreement, nor the transactions contemplated hereby, violate, if the Subscriber is a partnership, corporation, limited liability company or other entity, any provision of the organizational documents of the Subscriber or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Subscriber is subject.

6.06Noncontravention. Tectonic is not in violation of its organizational certificates or bylaws, or in violation in any material respect with any applicable law, statute or regulation of any governmental agency, board, bureau or body relating to the conduct of its business, including without limitation, rules, regulations and other pronouncements of the SEC, or in violation or default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority, any license or regulation of any governmental agency, or in default under any indenture, mortgage, lease, agreement or other instrument under which Tectonic is obligated, which violation or default, respectively, would result in a material adverse effect on the financial condition or results of the operations of Tectonic or impair Tectonic’s ability to provide its services under this Agreement. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the organizational certificates or bylaws of Tectonic or of any material agreement, indenture, instrument, lien, charge, encumbrance or undertaking of Tectonic.

7.02Noncontravention. T Bank is not in violation of its organizational certificates or bylaws, or in violation in any material respect with any applicable law, statute or regulation of any governmental agency, board, bureau or body relating to the conduct of its trust business, including without limitation, rules, regulations and other pronouncements of the Office of the Comptroller of the Currency (the “OCC”), or in violation or default with respect to any order, writ, injunction, decree or demand of any court or other governmental or regulatory authority, any license or regulation of any governmental agency, or in default under any indenture, mortgage, lease, agreement or other instrument under which T Bank is obligated, which violation or default, respectively, would result in a material adverse effect on the financial condition or results of the operations of T Bank or impair T Bank’s ability to perform its obligations under this Agreement. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereby will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under the organizational certificates or bylaws of T Bank or of any material agreement, indenture, instrument, lien, charge, encumbrance or undertaking of T Bank.

Section 4.04. Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate the certificate of incorporation or bylaws of Buyer, (ii) assuming compliance with the matters referred to in Section 4.03, violate any Applicable Law, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer or (iv) result in the creation or imposition of any material Lien on any asset of Buyer.

2.2Noncontravention. Neither the execution and delivery by Seller of this Agreement or any Ancillary Agreement to which Seller is a party, nor the consummation by Seller of the transactions contemplated hereby or thereby, will (a)conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other organizational or charter documents of Seller, (b)require on the part of Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c)conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Contract or instrument to which Seller is a party or by which Seller is bound, (d)result in the imposition of any Lien upon any Acquired Assets or (e)violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of the Acquired Assets.

3.2Noncontravention. Neither the execution and delivery by Buyer of this Agreement or any Ancillary Agreement to which Buyer is a party, nor the consummation by Buyer of the transactions contemplated hereby or thereby, will (a)conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other organizational or charter documents of Buyer, (b)require on the part of Buyer any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c)conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Contract or instrument to which Buyer is a party or by which Buyer is bound or to which any of its assets is subject.

(ii) Noncontravention. The execution, delivery and performance by each Shareholder of this Agreement and the related transaction documents to which such Shareholder is a party and the consummation of the transactions contemplated hereby or thereby will not, or would not: (a) violate or conflict with or result in a breach of or default under any provision of any law, statute, rule, regulation, order, permit, by law, enactment, ordinance, directive, judgment, injunction, decree or other decision of any Governmental Authority (each a “Law” and, collectively, “Laws”), in each case applicable to such Shareholder; (b) constitute (with or without due notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration payment or cancellation under or permit any party to terminate under any material contract, agreement, indenture, mortgage, note, bond, license or other instrument or obligation of such Shareholder or by which the assets of such Shareholder may be bound or subject; (c) result in the creation or imposition of any Lien upon any of the Property; or (d) require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any court, arbitral body, administrative or governmental body, department, commission, board, agency or instrumentality, legislative, executive or regulatory authority or agency (whether foreign or domestic) (each, a “Governmental Authority”) or other Person.

(iii) Noncontravention. The execution, delivery and performance by Seller of this Agreement and the other transaction documents to which Seller is a party and the consummation of the transactions contemplated hereby or thereby will not, or would not: (A) violate or conflict with or result in a breach of or default under any Law, in each case applicable to Seller; (B) constitute (with or without due notice or lapse of time or both) a default under or an event which would give rise to any right of notice, modification, acceleration payment or cancellation under or permit any party to terminate under any material contract, agreement, indenture, mortgage, note, bond, license or other instrument or obligation of Seller or by which the Property may be bound or subject; (C) result in the creation or imposition of any Lien upon the Property; or (D) require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any Governmental Authority or other Person.

(c) Noncontravention. The execution, delivery and performance by Buyer of this Agreement and the related transaction documents to which it is a party and the consummation of the transactions contemplated hereby or thereby will not: (a) except with respect to federal Laws related to cannabis, violate or conflict with or result in a breach of or default under any provision of any Laws; (b) constitute a default under the Charter Documents of Buyer; (c) constitute a default or an event which would permit any party to terminate, or accelerate the maturity of any indebtedness or other obligation under, any material contract, agreement, indenture, mortgage, note, bond, license or other instrument to which Buyer is a party or by which Buyer, or Buyer’s properties, are bound or subject; or (d) except for the Requisite Approval (as defined in the Merger Agreement), such authorizations and filings as may be required under the HSR Act and other antitrust laws applicable to the transactions contemplated by this Agreement and the Merger Agreement and such authorizations, exemptions, filings and other actions required under the Merger Agreement pursuant to applicable securities laws, require any material authorization, consent, order, approval, filing, registration, exemption or other action by, or notice to, any Governmental Authority or other Person, except in the case clauses (a), (b) or (c), other than such violations, conflicts, breaches, defaults or rights to terminate or accelerate that individually or in the aggregate would not reasonably be expected to have a Buyer Material Adverse Effect.

7.3 Noncontravention. The execution, delivery and performance of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby, will not conflict with, or result in the breach of any term of, or constitute a default under, or require the consent of any third party or governmental authority under, or create a lien, charge or other encumbrance on any of the Qualifying Assets or any note, mortgage, deed of trust or other agreement or instrument to which Seller is a party or by which Seller is bound, or any law or order, rule, regulation, judgment, decree, writ or injunction of any governmental body having jurisdiction or regulatory authority over Seller or any of its properties, assets or rights.

(f)Noncontravention. Except as set forth on Schedule 2.01(f) or relating to or in connection with the Judgments, the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder does not require, as to Seller, any consent or approval of, action by, or notice by Seller to any governmental department, commission, board, bureau, agency or instrumentality, other than such consents, approvals, actions or notices the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on the Company or its business or assets.

(c)Noncontravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will, to the knowledge of Buyer, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of Buyer’s certificate of formation, bylaws or equivalent organizational document. The execution and delivery of this Agreement by Buyer and the performance of its obligations hereunder do not require, as to Buyer, any consent or approval of, or action by, any governmental department, commission, board, bureau, agency or instrumentality.

(iii) Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, Governmental Order, ruling, charge or other restriction of any Governmental Entity to which the Seller is subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of the Seller’s assets is subject.

(f) Noncontravention. Neither the issuance of the Exchange Notes by the Company nor the execution and delivery of the Indenture and the Exchange Notes by any party thereto nor the performance by such party of its obligations thereunder will conflict with or result in a breach of (i)the certificate or articles of incorporation, bylaws, certificate or articles of organization, limited liability company agreement, certificate of limited partnership, partnership agreement, trust agreement or other similar organizational documents of any such party, (ii)any law or regulation of any jurisdiction applicable to any such party, or (iii)any order, writ, injunction or decree of any court or governmental instrumentality or agency applicable to any such party or any agreement or instrument to which any such party may be a party or by which its properties are subject or bound, except no such assumption is made as to the Company.

4. Noncontravention. The execution and delivery of the First Supplemental Indenture by Kansas Guarantor, and the performance by Kansas Guarantor of its obligations thereunder and the issuance of the Guaranty of Kansas Guarantor in accordance with the provisions of the Indenture and the terms of the Exchange Offer, does not (i) violate Kansas Guarantor’s Organizational Documents or any Kansas state law applicable to Kansas Guarantor and the Exchange Offer or (ii) to our knowledge, violate or conflict with any judgment, order or decree applicable to Kansas Guarantor of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of the State of Kansas having jurisdiction over Kansas Guarantor.

(f) Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i)violate any provision of the organizational documents of the Company or its Subsidiaries or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or its Subsidiaries is subject, or (ii)conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets are subject.

(g)Noncontravention. The issuance of the Notes by the Company pursuant to the Subject Documents did not, the issuance of the Shares by the Company upon conversion of the Notes will not, and the performance by any party of its obligations under the Subject Documents will not, conflict with or result in a breach of (i) the certificate or articles of incorporation, bylaws, certificate or articles of organization, operating agreement, certificate of limited partnership, partnership agreement, trust agreement or other similar organizational documents of any such party, except that no such assumption is made as to the Company as to its Organizational Documents as of the date hereof, (ii) any law or regulation of any jurisdiction applicable to any such party except that no such assumption is made as to the Company as to any Applicable Law as of the date hereof, or (iii) any order, writ, injunction or decree of any court or governmental instrumentality or agency applicable to any such party or any agreement or instrument to which any such party may be a party or by which its properties are subject or bound, except that no such assumption is made as to the Company as of the date hereof.