Common use of No Breach; Consents Clause in Contracts

No Breach; Consents. The execution, delivery and performance by the Amalphis Parties and ASSAC of this Agreement and the Ancillary Agreements to which either or both of the Amalphis Parties will become a party will not (a) contravene any provision of the Organizational Documents, if any, of ASSAC or the Amalphis Parties or the ASSAC Registration Statement on Form S-1 (Registration No. 333-145163) declared effective by the SEC on January 16, 2008 (the “Registration Statement”) or the definitive prospectus included therein; (b) violate or conflict with any Law, Governmental Order, Governmental Authorization or the rules and regulations of the American Stock Exchange; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) under any agreement etc. [language dropped] require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against the Amalphis Parties or ASSAC or any Governmental Authorization that is held by the Amalphis Parties or ASSAC; (d) require any Governmental Authorization; (e) give any Governmental Entity or other Person the right to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any Law, Governmental Order or Governmental Authorization; (f) cause the Wimbledon Parties to become subject to, or to become liable for the payment of, any Tax; or (g) result on the creation or imposition of any Encumbrance.

No Breach; Consents. The Except as set forth on Schedule 3.4, the execution, delivery and performance by the Amalphis Parties and ASSAC of this Agreement or any other Transaction Agreement do not and the Ancillary Agreements to which either or both of the Amalphis Parties will become a party will not (a) contravene any provision of the Organizational Documents, if any, Documents of ASSAC the Company or the Amalphis Parties or the ASSAC Registration Statement on Form S-1 (Registration No. 333-145163) declared effective by the SEC on January 16, 2008 (the “Registration Statement”) or the definitive prospectus included thereinits Resolutions; (b) violate or conflict with any Law, Governmental Order, Order or Governmental Authorization or the rules and regulations of the American Stock ExchangeAuthorization; (c) conflict with, with or result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) under any agreement etc. [language dropped] or require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against the Amalphis Parties or ASSAC Acquired Contract, any other Seller Contract, or any Governmental Authorization that is held by the Amalphis Parties or ASSACAuthorization; (d) result in the creation or imposition of any Encumbrance upon any of the Acquired Assets; (e) require any Governmental Authorization; (ef) give any Governmental Entity or other Person the right to (i) challenge any of the contemplated transactions or to Transaction; (ii) exercise any remedy or obtain any relief under any LawLaw or any Governmental Order; (iii) declare a default of, Governmental Order exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Seller Contract; or (iv) revoke, suspend or modify any Governmental Authorization; (fg) except with respect to Transaction Taxes, cause the Wimbledon Parties Company or Buyer to become subject to, or to become liable for the payment of, any Tax, or cause any of the Acquired Assets to be reassessed or revalued by any Tax Authority or other Governmental Entity; or (gh) result require the Company to obtain any Consent or make or deliver any filing or notice to a Governmental Entity. All Required Consents are listed on the creation or imposition of any Encumbrance.Exhibit A.