The Sellers and the Company are not parties to any indenture, loan or credit agreement, lease or other agreement or instrument, or subject to any charter or corporate restriction that could, by virtue of containing terms and conditions other than usual and customary for the circumstances, reasonably be expected to have a material adverse effect on the Business, properties, assets, operations or conditions, financial or otherwise, of the Company, or the ability of the Sellers or the Company to carry out their obligations under this Stock Purchase and Sale Agreement and the Ancillary Documents to which they are a party. As of the date hereof, to the best of the Sellers’ Knowledge, the Company is not in default in any respect in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any agreement or instrument material to the Business to which it is a party, and no other default by the Company or event has occurred and is continuing that with notice or the passage of time or both would reasonably be expected to constitute a material default by either Company or an event of a material default by either Company.