Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule are required with respect to iGambit’s, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder and Merger Sub do not and will not, with or without notice or lapse of time, (a) conflict with or violate the iGambit Certificate of Incorporation or iGambit’s bylaws, or the certificate of incorporation or bylaws of Merger Sub; (b) conflict with or violate any Legal Requirement applicable to iGambit or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Assets or any other property or asset of iGambit or any of its Subsidiaries or the Signing Stockholder is bound or affected; (c) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Assets or the assets of iGambit or any of iGambit’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

No Conflicts; Required Consents. No (a) Other than the filings required in connection with the HSR Act, the Parent Stockholder Approval and those Consents other than those set forth in Section 6.4 of 6.4of the iGambit Parent Disclosure Schedule Schedule, no material Consents are required with respect to iGambit’s, the Signing StockholderParent’s or Merger Sub’s execution and delivery of this Agreement, Agreement or the other Transaction Documents, Documents and the consummation of the transactions contemplated herein and therein, including the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder ▇▇▇▇▇▇ and Merger Sub do not and will not, with or without notice or lapse of time,: (ai) conflict with with, contravene or violate the iGambit Certificate Organizational Documents of Incorporation Parent or iGambit’s bylaws, or the certificate of incorporation or bylaws of Merger Subany Parent Subsidiary; (bii) conflict with with, contravene, result of any breach of or violate any Legal Requirement Law applicable to iGambit Parent or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Parent Assets or any other property or asset Asset of iGambit Parent or any of its Subsidiaries or the Signing Stockholder is bound or affected; (ciii) assuming the Consents listed in Section 6.4 of the iGambit Parent Disclosure Schedule are obtained, conflict with, contravene, result in any breach or violation of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Parent Assets or the assets Assets of iGambit Parent or any of iGambitParent’s Subsidiaries pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligation;Governmental Approval; or (div) violate or conflict with any other restriction of any kind or character to which iGambit require Parent or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority. (b) The Parent Stockholder Approval is the only vote or approval required of the holders of any class or series of Parent capital stock that shall be necessary to adopt this Agreement and to consummate the transactions contemplated hereby, including the Merger.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule are required with respect to iGambit’s, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and each of the other Transaction Documents by iGambit, the Signing Stockholder Parent Ancillary Agreements and Merger Sub Ancillary Agreements, as applicable, and the consummation by Parent and each Member Sub of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Charter Documents of Parent or either Merger Sub, (ii) subject to compliance with Section 3.3(b), conflict with or violate any Laws or any judgment, decree or order to which Parent or either Merger Sub is subject or (iii) result (or would result, with or without notice or lapse of time, (a) conflict with or violate the iGambit Certificate of Incorporation or iGambit’s bylaws, or the certificate both) in (A) any breach of incorporation or bylaws default under, (B) any Person’s right to consent, notice, or right of Merger Sub; termination, acceleration, cancellation, modification or amendment of, or right to any increased, additional, accelerated or guaranteed payment or performance under, or (bC) conflict with any Encumbrance (other than a Permitted Encumbrance) on any properties or violate any Legal Requirement applicable to iGambit assets of Parent or any of its Subsidiaries pursuant to, or (D) any Parent Material Contract, except, in the Signing Stockholder or by which the iGambit Assets or any other property or asset case of iGambit or any of clauses (ii) and (iii), as would not reasonably be expected to be material to Parent and its Subsidiaries or the Signing Stockholder is bound or affected;Subsidiaries, taken as a whole. (cb) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtainedNo consent, result in any breach of approval, order or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation authorization of, or result in the creation of any Encumbrance on the iGambit Assets registration, declaration or the assets of iGambit or any of iGambit’s Subsidiaries pursuant tofiling with, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, any Governmental Authority is necessary or required to be made or obtained by Parent or either Merger Sub to enable Parent or either Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by the applicable Merger Sub (as to the Merger Subs) or to consummate the transactions contemplated hereby or thereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or either Merger Sub would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a Governmental Authoritywhole, (ii) the filing of the First Certificate of Merger or the Second Certificate of Merger with the Secretary of State of the State of Delaware, (iii) any filings required under applicable securities Laws or state “blue sky” Laws, and (iv) any filings required to comply with the rules and regulations of the New York Stock Exchange.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 4.3 of the iGambit Seller Disclosure Schedule are required with respect to iGambitSeller’s, the Signing Stockholder’s or Merger SubShareholder’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the MergerTransaction contemplated hereby. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder Seller and Merger Sub Shareholder do not and will not, with or without notice or lapse of time, (a) conflict with or violate the iGambit Seller Certificate of Incorporation or iGambitSeller’s bylaws, or the certificate of incorporation or bylaws of Merger SubShareholder; (b) conflict with or violate any Legal Requirement or Government Approval applicable to iGambit Seller or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Seller Assets or any other property or asset of iGambit Seller or any of its Subsidiaries or the Signing Stockholder is bound or affected; (c) assuming the Consents listed in Section 6.4 4.3 of the iGambit Seller Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Seller Assets or the assets of iGambit Seller or any of iGambitSeller’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit Seller or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit Seller or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority. (f) those incurred in connection with the execution of any of the Transaction Documents.

No Conflicts; Required Consents. No Consents other than those (a) Except as set forth in Section 6.4 5.3(a) of the iGambit Company Disclosure Schedule Letter and assuming that (A) requisite Bankruptcy Court approvals are obtained, (B) the notices, authorizations, approvals, Orders, permits or consents set forth in Section 5.3(b) of the Company Disclosure Letter are made, given or obtained (as applicable), (C) the requirements of the HSR Act and any Other Antitrust Regulations are complied with, and (D) any filings required with respect to iGambit’sby any applicable federal or state securities or “blue sky” Laws are made, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance by Sellers of this Agreement and the consummation by Sellers of the Transactions, do not: (i) violate the Organizational Documents of the Company, any of the other Transaction Documents by iGambitSellers or any of the Acquired Entities other than, with respect to the Signing Stockholder other Sellers and Merger Sub the Acquired Entities, such violations that do not and will notprevent Sellers’ or the Acquired Entities’ ability to consummate the Transactions prior to the Termination Date; (ii) violate any Law applicable to Sellers or the Acquired Entities or by which any Purchased Asset or any property or asset of the Acquired Entities is bound; or (iii) result in any breach of, constitute a default (or an event that, with or without notice or lapse of time, (atime or both, would become a default) conflict with under, create in any party thereto the right to terminate or violate the iGambit Certificate of Incorporation or iGambit’s bylawscancel, or the certificate of incorporation or bylaws of Merger Sub; (b) conflict with or violate require any Legal Requirement applicable to iGambit or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Assets or any other property or asset of iGambit or any of its Subsidiaries or the Signing Stockholder is bound or affected; (c) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtained, result in any breach of or constitute a default consent under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any Encumbrance Lien (other than a Permitted Exception) on the iGambit Assets or the assets of iGambit any Purchased Asset or any of iGambit’s Subsidiaries pursuant tothe Acquired Entities under, any noteMaterial Contract; except, bondin the case of clauses (ii) and (iii), mortgagefor any such violations, indenturebreaches, contractdefaults or other occurrences that would not be, agreementindividually or in the aggregate, leasematerial to the Business, licensetaken as a whole. (b) Except as set forth in Section 5.3(b) of the Company Disclosure Letter, no Seller nor any Acquired Entity is required to file, seek or obtain any notice, authorization, approval, Order, permit, franchise or other instrument consent of or obligation; (d) violate or conflict with any other restriction Governmental Body in connection with the execution, delivery and performance by Sellers of any kind or character to which iGambit or any of its Subsidiaries this Agreement or the Signing Stockholder is subject; or consummation by Sellers of the Transactions, except (ei) require iGambit or requisite Bankruptcy Court approvals, (ii) any of its Subsidiaries or filings required to be made under the Signing Stockholder to obtain HSR Act and any Consent ofapplicable Other Antitrust Regulations, or make (iii) such filings as may be required by any applicable federal or deliver any filing state securities or notice to, a Governmental Authority“blue sky” Laws.