Common use of No Conflicts or Defaults Clause in Contracts

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Schedule, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") upon any of the assets of the Company or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this ------------------------ Agreement by each of GGCES and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate organizational documents of Incorporation or By-laws of the Company GGCES, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which GGCES, the Company Subsidiary or any of the Subsidiaries Seller is a party or by which GGCES, the Company Subsidiary or any of the Subsidiaries Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which GGCES, the Company Subsidiary or any of the Subsidiaries Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of GGCES or the Company or any of the SubsidiariesSubsidiary, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which GGCES or the Company or any of the Subsidiaries Subsidiary is a party or by which GGCES or the Company or any of the Subsidiaries Subsidiary or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, which GGCES or the Company or any of the Subsidiaries Subsidiary is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of E-Taxi and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of E-Taxi or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or E-Taxi, any of the Subsidiaries or any Seller is a party or by which the Company or E-Taxi, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or E-Taxi, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company E-Taxi or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company E-Taxi or any of the Subsidiaries is a party or by which the Company E-Taxi or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company E-Taxi or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company Seller and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate Articles of Incorporation or By-laws Bylaws of the Company or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Schedule, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, contract, mortgage, indenture, guarantee, note, lease, instrument, commitment, accommodation, letter of credit, arrangement, understanding, permit or license license, whether written or oral, to which Seller or the Company or any of the Subsidiaries is a party or by which Seller or the Company or any of the Subsidiaries or any of their respective assets are boundis bound (each, a “Contract”), or any judgment, order or decree, or any federal, state, local, foreign or other statute, law, ordinance, rule or regulation to which Seller or the Company or any of the Subsidiaries or any of their respective assets are is subject, (ii) result in the creation of, or give any party the right to create, any mortgage, security interest, lien, charge, easement, lease, sublease, covenant, option, claim, restriction or encumbrance or any other right or adverse interest ("Liens"each, a “Lien”) upon any of the properties or assets of the Company or any of the SubsidiariesCompany, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment Contract to which Seller or the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective Company’s assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, Seller or the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of CARCORP or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or CARCORP, any of the Subsidiaries or any Seller is a party or by which the Company or CARCORP, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or CARCORP, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company CARCORP or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company CARCORP or any of the Subsidiaries is a party or by which the Company CARCORP or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of EXAM and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of EXAM or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or EXAM, any of the Subsidiaries or any Seller is a party or by which the Company or EXAM, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or EXAM, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company EXAM or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company EXAM or any of the Subsidiaries is a party or by which the Company EXAM or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under whichwhich EXAM, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company Sellers and the consummation of the transactions contemplated hereby do not and shall will not (a) contravene the Certificate organizational documents of Incorporation Sellers, RSI or By-laws any of the Company Subsidiaries, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, contract, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company Sellers, RSI or any of the Subsidiaries Subsidiary is a party or by which the Company Sellers, RSI or any of the Subsidiaries or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") lien upon any of the assets of the Company Sellers, RSI or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, perform any material agreement, arrangement or commitment to which the Company Sellers, RSI or any of the Subsidiaries Subsidiary is a party or by which the Company Sellers, RSI or any Subsidiary or any of the Subsidiaries or assets of any of their respective assets them are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under whichwhich Sellers, the Company RSI or any of the Subsidiaries Subsidiary is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of the Company Immense Fortune Entities and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate governing documents of Incorporation or By-laws any of the Company Immense Fortune Entities or its Subsidiaries, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or any of the Subsidiaries is a party Immense Fortune Entities or by which the Company or any of the Subsidiaries Immense Fortune Entities or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") lien upon any of the assets of the Company or any of the SubsidiariesImmense Fortune Entities, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, perform any material agreement, arrangement or commitment to which the Company or any of the Subsidiaries Immense Fortune Entities is a party or by which the Company or any of the Subsidiaries Immense Fortune Entities or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company or which any of the Subsidiaries Immense Fortune Entities is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of AccessTel and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate Articles of Incorporation or By-laws Bylaws of AccessTel or the governing documents of the Company Sellers, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which AccessTel or the Company or any of the Subsidiaries Sellers is a party or by which AccessTel or the Company or any of the Subsidiaries Sellers or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which AccessTel, or the Company or any of the Subsidiaries Sellers or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company or any of the SubsidiariesAccessTel, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company or any of the Subsidiaries AccessTel is a party or by which the Company AccessTel or any of the Subsidiaries or any of their respective its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company or any of the Subsidiaries AccessTel is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and shall not (a) contravene any organizational or charter documents of the Certificate Company, including, without limitation, the Amended and Restated Articles of Incorporation or By-laws of the Company Company, and the Amended Bylaws of the Company, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective its assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective Company’s assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Liens upon any of the assets of the Company or any of the SubsidiariesCompany, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, perform any material agreement, arrangement or commitment to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, which the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party. Except as set forth on Schedule 4.3 hereto, no consent or approval of any third party, or order, authorization, declaration or filing with any Governmental Authority, is required by or with respect to Global in connection with the Exchange or the consummation of the transactions contemplated in this Agreement.

No Conflicts or Defaults. The execution and delivery of this ------------------------ Agreement by each of ATHI and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of ATHI or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or ATHI, any of the Subsidiaries or any Seller is a party or by which the Company or ATHI, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or ATHI, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company ATHI or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company ATHI or any of the Subsidiaries is a party or by which the Company ATHI or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company ATHI or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The Except as set forth in Item 2.2 of the Disclosure Schedule, the execution and delivery of this Agreement and the Additional Agreements by the Company and the consummation of the transactions contemplated hereby and thereby do not and shall will not (a) contravene the Certificate of Incorporation Amended Charter or Byby-laws of the Company or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Schedule, Schedule (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, security interest, encumbrance or any other right or adverse interest ("Liens") upon any of the capital stock or assets of the Company or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under hereunder, or (v) result in a violation of, or require any material authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the certificate of incorporation or by-laws of the Company or any Subsidiary, or any law, statute, rule or regulation to which the Company or any Subsidiary is subject, or any agreement, arrangement instrument, order, judgment or commitment decree to which it the Company or any Subsidiary is subject, except in each case, for such violations, conflicts, breaches, defaults, terminations or other events that would not, singly or in the aggregate, result in a partyMaterial Adverse Effect. Except as set forth on Item 2.2 of the Disclosure Schedule, none of the Subsidiaries is subject to any restrictions upon making loans or advances or paying dividends to, transferring property to, or repaying any Indebtedness owed to, the Company or another Subsidiary.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company Seller and the Principal Shareholder and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of the Company Seller or the Principal Shareholder or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Schedule, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company Seller or any of the Subsidiaries Principal Shareholder is a party or by which the Company Seller or any of the Subsidiaries or any of their respective assets are Principal Shareholder is bound, or any judgment, order or decree, or any law, rule or regulation to which the Company Seller or any of the Subsidiaries or any of their respective assets are Principal Shareholder is subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") upon any of the assets of the Company Seller or any of the SubsidiariesPrincipal Shareholder, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company Seller or any of the Subsidiaries Principal Shareholder is a party or by which the Company Seller's or any of the Subsidiaries or any of their respective Principal Shareholder assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company Seller or any of the Subsidiaries Principal Shareholder is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of Pure Vision and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of Pure Vision or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or Pure Vision, any of the Subsidiaries or any Seller is a party or by which the Company or Pure Vision, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or Pure Vision, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company Pure Vision or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company Pure Vision or any of the Subsidiaries is a party or by which the Company Pure Vision or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company Pure Vision or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of Seller, the Company Principals and Bencini-Tibo, the Termination Agreement by Seller, Xxxxxx and Xxxxxxx-Xxxx, and the Bencini Employment Agreement by Bencini, and the Xxxxxx Employment Agreement by Xxxxxx, and the consummation of the transactions contemplated hereby and thereby, do not and shall not (a) contravene the Certificate Articles of Incorporation or By-laws Laws of the Company each of Seller or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, materially violate or conflict with, or result in a material breach of, or a material default or loss of rights under, any material covenant, agreement, lease, mortgage, indenture, lease, instrument, permit or license to which Seller is a party and which is included in the Company Acquired Assets, or to which any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets Acquired Assets are boundsubject, or any judgment, order or order, decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective assets Acquired Assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") upon on or with respect to any of the assets of the Company Acquired Assets or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, perform any material agreement, arrangement or commitment to which Seller is a party and which is included in the Company Acquired Assets or to which any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective assets Acquired Assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a partysubject.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company each of Podium and Yinlips and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate governing documents of Incorporation either Podium or By-laws of the Company Yinlips, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company either Podium or any of the Subsidiaries Yinlips is a party or by which the Company either Podium or any of the Subsidiaries Yinlips or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or any of the Subsidiaries or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") lien upon any of the assets of the Company either Podium or any of the SubsidiariesYinlips, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, perform any material agreement, arrangement or commitment to which the Company either Podium or any of the Subsidiaries Yinlips is a party or by which the Company either Podium or any of the Subsidiaries Yinlips or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company which either Podium or any of the Subsidiaries Yinlips is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company Seller and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws governing documents of the Company Immediate Companies, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or Immediate Companies, any of the Subsidiaries or its Seller is a party or by which the Company or Immediate Companies, any of the Subsidiaries or its Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or Immediate Companies, any of the Subsidiaries or its Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") lien upon any of the assets of the Company Immediate Companies or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company Immediate Companies or any of the Subsidiaries is a party or by which the Company Immediate Companies or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under whichwhich the Immediate Companies, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by the Company Seller and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate certificate of Incorporation formation or By-laws limited liability company agreement of any of the Company Companies or (b) except as set forth in Section II.2 of the Disclosure Schedules, with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Schedule, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, contract, mortgage, indenture, guarantee, note, lease, instrument, commitment, accommodation, letter of credit, arrangement, understanding, permit or license license, whether written or oral, to which the Company Seller or any of the Subsidiaries Companies is a party or by which the Company Seller or any of the Subsidiaries or any of their respective assets are boundCompanies is bound (each, a “Contract”), or any judgment, order or decree, or any federal, state, local, foreign or other statute, law, ordinance, rule or regulation to which the Company a Seller or any of the Subsidiaries or any of their respective assets are Companies is subject, (ii) result in the creation of, or give any party the right to create, any mortgage, security interest, lien, charge, easement, lease, sublease, covenant, option, claim, restriction or encumbrance or any other right or adverse interest ("Liens"each, a “Lien”) upon any of the properties or assets of the Company or any of the SubsidiariesCompanies, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment Contract to which the Company Seller or any of the Subsidiaries Companies is a party or by which the Company or any of the Subsidiaries or any of their respective Companies assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company Seller or any of the Subsidiaries Companies is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of ATHI and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of ATHI or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or ATHI, any of the Subsidiaries or any Seller is a party or by which the Company or ATHI, any of the Subsidiaries subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or ATHI, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company ATHI or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company ATHI or any of the Subsidiaries is a party or by which the Company ATHI or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company ATHI or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of Value and the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate of Incorporation or By-laws of Value or the Company governing documents of any Seller, if applicable, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or Value, any of the Subsidiaries or any Seller is a party or by which the Company or Value, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or Value, any of the Subsidiaries or any Seller or any of their respective assets are subject, ; (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") Lien upon any of the assets of the Company Value or any of the Subsidiaries, ; (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company Value or any of the Subsidiaries is a party or by which the Company Value or any of the Subsidiaries or any of their respective assets are bound, ; or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which, the Company Value or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

No Conflicts or Defaults. The execution and delivery of this Agreement by each of the Company Sellers and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the Certificate governing documents of Incorporation or By-laws of the Company said Seller, or (b) with or without the giving of notice or the passage of time and subject to obtaining such consents prior to the Closing as are set forth in Item 2.2 of the Disclosure Scheduletime, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which the Company or Intsys, any of the Subsidiaries or any Seller is a party or by which the Company or Intsys, any of the Subsidiaries or any Seller or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which the Company or Intsys, any of the Subsidiaries or any Seller or any of their respective assets are subject, (ii) result in the creation of, or give any party the right to create, any lien, charge, encumbrance or any other right or adverse interest ("Liens") lien upon any of the assets of the Company Intsys or any of the Subsidiaries, (iii) terminate or give any party the right to terminate, amend, abandon or refuse to perform, any material agreement, arrangement or commitment to which the Company Intsys or any of the Subsidiaries is a party or by which the Company Intsys or any of the Subsidiaries or any of their respective assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under whichwhich Intsys, the Company or any of the Subsidiaries is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.