3A           No Conflicts; Consents Sample Clauses

3A           No Conflicts; Consents. Neither the execution and delivery by KR of this Agreement or the Earn-Out Agreement, nor the consummation of the transactions contemplated hereby or thereby, will, with or without notice or lapse of time or both, directly or indirectly, (i) conflict with or violate the certificate of organization or operating agreement of New East, or resolutions of the directors, managers or equityholders of, New East, (ii) conflict with, violate, result in the breach of any term of, result in the acceleration of performance of any obligation under, constitute a default under, give any Person the right to cancel, terminate or modify, or require the consent or approval of or any notice to or filing with any third party or Governmental Body under (x) any note, mortgage, deed of trust, lease or other agreement or instrument to which KR or New East is a party or by which KR or New East or any of their respective properties or assets are bound, or (y) any Law, writ, injunction, or License of any Governmental Body having jurisdiction over KR, New East or their respective properties or assets, or (iii) create an Encumbrance on any of the membership interests or properties or assets of New East, including, without limitation, the Interests.