Common use of Authority to Execute and Perform Agreement; No Breach Clause in Contracts

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff and, assuming due execution and delivery by, and enforceability against, Defendants, constitutes the valid and binding obligation of such Plaintiff enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs or in connection with the execution and delivery by such Plaintiffs of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs is a party or by or to which any of the properties and assets of such Plaintiffs may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs or the securities, assets, properties or business of such Plaintiffs is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff has The Company, GEMC and each of the Sellers have the full legal right and power and all authority and approval approvals required to enter into, execute and deliver this Agreement (and each other agreement delivered or to be delivered in connection herewith) and to perform fully their its or his or her respective obligations hereunderhereunder and thereunder. This Agreement (and each other agreement delivered or to be delivered in connection herewith) has been duly executed and delivered to Buyer by such Plaintiff the Company, GEMC and Sellers and, assuming due execution and delivery by, and enforceability against, Defendants, constitutes the valid and binding obligation obligations of such Plaintiff the Company, GEMC and each Seller, enforceable against them in accordance with its their respective terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs or in connection with the execution and delivery by such Plaintiffs of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and the performance of this Agreement (and each other agreement delivered or to be delivered in connection herewith) by such Plaintiffs the Company, GEMC and Sellers and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof by such Plaintiffs the Company, GEMC and Sellers will not: (ai) knowingly violate any provision of the Company's or GEMC's Articles of Incorporation or By-Laws; (ii) except as provided in Schedule 3.8, violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contractContract (as hereinafter defined), lease, agreement Realty Leases (as defined below) or other instrument or obligation agreement to which such Plaintiffs the Company, GEMC or any Seller is a party or by or to which any of the properties and its or their respective assets of such Plaintiffs may be bound or subjectsubject except where such violation, conflict, breach or default could reasonably be anticipated not to have a Material Adverse Effect; (biii) violate any order, judgment, injunction, award or or, decree of any court, arbitrator, governmental or regulatory body, Governmental Agency (defined below) by which either such Plaintiffs the Company, GEMC or any Seller, or the securities, assets, properties or business of such Plaintiffs any of them, is boundbound or subject; or (civ) knowingly violate any statute, law or regulationregulation with respect to subsections (ii), (iii), or (iv) above, except in each case where such violation could reasonably be anticipated not to have a Material Adverse Effect.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the Decorate Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff each Shareholder and, assuming due execution and delivery by, and enforceability against, DefendantsGuidelocator, constitutes the valid and binding obligation of such Plaintiff each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs the Shareholders or in connection with the execution and delivery by such Plaintiffs the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs a Shareholder is a party or by or to which any of the properties and assets of such Plaintiffs any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs a Shareholder or the securities, assets, properties or business of such Plaintiffs any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the Integra Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff each Shareholder and, assuming due execution and delivery by, and enforceability against, Defendantsagainst Columbialum, constitutes the valid and binding obligation of such Plaintiff each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs the Shareholders or in connection with the execution and delivery by such Plaintiffs the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs a Shareholder is a party or by or to which any of the properties and assets of such Plaintiffs any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs a Shareholder or the securities, assets, properties or business of such Plaintiffs any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff The RNS Redeemed Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and, if applicable, the Redemption Agreement, and to sell, assign, transfer and convey the RNS Stock and to perform fully their his respective obligations hereunder. This Agreement Agreement, and, if applicable, the Redemption Agreement, has been duly executed and delivered by such Plaintiff the RNS Redeemed Shareholder and, assuming due execution and delivery by, and enforceability against, Defendantsagainst Xxxxxx and the Xxxxxx Shareholders, constitutes the valid and binding obligation of such Plaintiff the RNS Redeemed Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by such Plaintiffs the RNS Redeemed Shareholder or in connection with the execution and delivery by such Plaintiffs the RNS Redeemed Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and, if applicable, the Redemption Agreement, by such Plaintiffs the RNS Redeemed Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs the RNS Redeemed Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs a RNS Redeemed Shareholder is a party or by or to which any of the properties and assets of such Plaintiffs the RNS Redeemed Shareholder may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs the RNS Redeemed Shareholder or the securities, assets, properties or business of such Plaintiffs any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which the RNS Redeemed Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Stockholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the CareView Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff each Stockholder and, assuming due execution and delivery by, and enforceability against, Defendantsagainst ECGT, constitutes the valid and binding obligation of such Plaintiff each Stockholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs the Stockholders or in connection with the execution and delivery by such Plaintiffs the Stockholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs each Stockholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs each Stockholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs a Stockholder is a party or by or to which any of the properties and assets of such Plaintiffs any of the Stockholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs a Stockholder or the securities, assets, properties or business of such Plaintiffs any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the VIEWPON Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff each Shareholder and, assuming due execution and delivery by, and enforceability against, DefendantsBETA, constitutes the valid and binding obligation of such Plaintiff each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs the Shareholders or in connection with the execution and delivery by such Plaintiffs the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs a Shareholder is a party or by or to which any of the properties and assets of such Plaintiffs any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs a Shareholder or the securities, assets, properties or business of such Plaintiffs any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff has Ascot and Caribsun each have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the Caribsun Shares and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff Ascot and Caribsun and, assuming due execution and delivery by, and enforceability against, DefendantsPurchaser, constitutes the valid and binding obligation of such Plaintiff Ascot and Caribsun enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs Ascot or in connection with the execution and delivery by such Plaintiffs Ascot of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such Plaintiffs Ascot and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs Ascot and Caribsun will not: (a) knowingly violate any provision of the Certificate of Incorporation or By laws of Ascot; (b) violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs either Ascot or Caribsun is a party or by or to which any of the properties and assets of such Plaintiffs either Ascot or Caribsun may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs Ascot or Caribsun or the securities, assets, properties or business of such Plaintiffs any of them is bound; or (cd) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Wastech has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the Subsidiary Units and to perform fully their the respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff Wastech and, assuming due execution and delivery by, and enforceability against, DefendantsRoyal, constitutes the valid and binding obligation of such Plaintiff Wastech enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by such Plaintiffs Wastech or in connection with the execution and delivery by such Plaintiffs Wastech of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs Wastech and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs Wastech will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs Wastech or the Subsidiary is a party or by or to which any of the properties and assets of such Plaintiffs may be bound or subjectparty; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs Wastech or the Subsidiary or the securities, assets, properties or business of such Plaintiffs Wastech or the Subsidiary is bound; or (c) knowingly violate any statute, law or regulationregulation to which Wastech or the Subsidiary is subject.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Rubinstein has the full legal right and power and all authority and approval xxproval required to enter into, execute and deliver this Agreement and to perform fully their respective his obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff Rubinstein and, assuming due execution and delivery by, and enforceability xxxxxxxxxxlity against, DefendantsCDK and Diversified, constitutes the valid and binding obligation of such Plaintiff Rubinstein enforceable in accordance with its terms, subject to the qualifications xx xxx xxalifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs Rubinstein or in connection with the execution and delivery by such Plaintiffs xx Xxxxxxxein of this Agreement and consummation and performance by them of performancx xx xxx xf the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs Rubinstein and the consummation of the transactions contemplated hereby contemplxxxx xxxxxy in accordance with the terms and conditions hereof by such Plaintiffs Rubinstein will not: (a) knowingly violateviolatx, conflict xxxxxxxt with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs Rubinstein is a party or by or to which any of the properties xxxxxxxxxx and assets of such Plaintiffs Rubinstein may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs Rubinstein or the securities, assets, properties or business xxxxxxxx of such Plaintiffs Rubinstein is bound; or (c) knowingly violate any statutevioxxxx xxx xtatute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Wastech has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, and to sell, assign, transfer and convey the Subsidiary Stock and to perform fully their the respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff Wastech and, assuming due execution and delivery by, and enforceability against, DefendantsBlaze, constitutes the valid and binding obligation of such Plaintiff Wastech enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by such Plaintiffs Wastech or in connection with the execution and delivery by such Plaintiffs Wastech of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs Wastech and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs Wastech will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs Wastech is a party or by or to which any of the properties and assets of such Plaintiffs may be bound or subjectparty; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs Wastech or the securities, assets, properties or business of such Plaintiffs Wastech is bound; or (c) knowingly violate any statute, law or regulation.regulation to which Wastech is subject. 3

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff has of the Company, JWZ and Holdings have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their respective his obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff the Company, JWZ and Holdings and, assuming due execution and delivery by, and enforceability against, Defendantsthe Company and NMCS, constitutes the valid and binding obligation of such Plaintiff the Company, JWZ and Holdings enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs the Company, JWZ or Holdings or in connection with the execution and delivery by such Plaintiffs the Company, JWZ and Holdings of this Agreement and consummation and performance by them it of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs the Company, JWZ and Holdings and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs the Company, JWZ and Holdings will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs the Company, JWZ or Holdings is a party or by or to which any of the properties and assets of such Plaintiffs the Company, JWZ or Holdings may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs the Company, JWZ or Holdings or the securities, assets, properties or business of such Plaintiffs the Company, JWZ or Holdings is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Each Plaintiff Adelphia has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their respective its obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff Adelphia and, assuming due execution and delivery by, and enforceability against, DefendantsCDK and Diversified, constitutes the valid and binding obligation of such Plaintiff Adelphia enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs Adelphia or in connection with the execution and delivery by such Plaintiffs Adelphia of this Agreement and consummation and performance by them it of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs Adelphia and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs Adelphia will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs Adelphia is a party or by or to which any of the properties and assets of such Plaintiffs Adelphia may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs Adelphia or the securities, assets, properties or business of such Plaintiffs Adelphia is bound; or (c) knowingly violate any statute, law or regulation.