Common use of No Approvals or Notices Required; No Conflicts With Instruments Clause in Contracts

No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries set forth in Schedule 4.05, all of which is to be paid and discharged at Closing, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby will not (i) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or any of the Company Subsidiaries; (ii) except as set forth in Schedule 4.05 hereto, require any consent, approval or authorization of any Person; (iii) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents of the Company or the Company Subsidiaries; or (iv) except as set forth in Schedule 4.05 hereto, result in any breach of, or constitute a default (with or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on any of the assets or properties of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, in the case of subclauses (i) and (iv) above, where (A) such violation, default, conflict, breach or other occurrence or (B) such failure to obtain such consent, approval, or authorization to make such filing or give such notice could not reasonably be expected to have a Company Material Adverse Effect.

No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries as set forth in on Schedule 4.05, all of which is to be paid and discharged at Closing2.5, the execution, delivery delivery, and performance of this Agreement and the other Transaction Operative Documents by the Company Alt5 and the consummation of the transactions contemplated hereby and thereby will not (ia) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of lawlaw or any judgment, ruledecree, order, regulation, order, writ, judgment, injunction, decree, determination or award rule of any court or other governmental authority applicable to the Company or any of the Company Subsidiaries; Alt5, (iib) except as set forth in Schedule 4.05 hereto, require any consent, approval approval, or authorization of any Person; (iii) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents of the Company or the Company Subsidiaries; or (iv) except as set forth in Schedule 4.05 hereto, result in any breach of, or constitute declaration, filing, or registration with, any person, corporation, partnership, joint venture, association, organization, other entity, or governmental or regulatory authority (a “Person”), except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State (the consent of all such Persons to be duly obtained by Alt5 at or prior to the Closing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or the creation in any party of the right to accelerate, terminate, modify, or cancel, any agreement, lease, note, or other restriction, encumbrance, obligation, or liability to which Alt5 is a party or is bound or to which any of its assets is subject, (d) result in the creation of any Lien on lien or encumbrance upon the assets of Alt5 or upon the Alt5 Common Stock, (e) conflict with or result in a breach of or constitute a default under any provision of the assets Certificate of Incorporation or properties By-Laws of the Company Alt5, or (f) invalidate or adversely affect any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, leasepermit, license, permitauthorization, franchise or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, status used in the case conduct of subclauses (i) and (iv) above, where (A) such violation, default, conflict, breach or other occurrence or (B) such failure to obtain such consent, approval, or authorization to make such filing or give such notice could not reasonably be expected to have a Company Material Adverse Effectthe business of Alt5.

No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries set forth in Schedule 4.05, all of which is to be paid and discharged at Closing, the The execution, delivery and performance of this Agreement and the other Transaction Operative Documents by Parking Pro and the Company Stockholders and the consummation of the transactions contemplated hereby and thereby by Parking Pro and the Stockholders will not (ia) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of lawlaw or any judgment, rule, regulationdecree, order, writ, judgment, injunction, decree, determination regulation or award rule of any court or other governmental authority applicable to Parking Pro or the Company or any of the Company Subsidiaries; Stockholders, (iib) except as set forth in Schedule 4.05 hereto, require any consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person") except for compliance with applicable securities laws (the consent of any Person; all such Persons to be duly obtained by Parking Pro and the Stockholders at or prior to the Closing), (iiic) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents of the Company or the Company Subsidiaries; or (iv) except as set forth in Schedule 4.05 hereto, result in any breach of, or constitute a material default (with or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which Parking Pro or the Stockholders is a party or by which either of them is bound or to which any of their assets are subject, (d) result in the creation of any Lien on lien or encumbrance upon the assets of Parking Pro or upon the Parking Pro Stock, (e) conflict with or result in a breach of or constitute a default under any provision of the assets Articles of Incorporation or properties By-Laws of the Company Parking Pro, or (f) invalidate or adversely affect any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, leasepermit, license, permit, franchise authorization or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, status used in the case conduct of subclauses the business of Parking Pro. Parking Pro has delivered or will deliver to Explorations a true and complete copy of its audited balance sheet and income statement as of December 31, 2003 which shall reflect the business of the Parking Pro Subsidiaries for the year ended December 31, 2003 and an unaudited balance sheet and income statement as of March 31, 2004 (i) the "Parking Pro Financial Statements"). The Parking Pro Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and (iv) abovefairly present the financial position of the Parking Pro Subsidiaries as of the dates thereof and the results of its operations and changes in financial position for the periods then ended. Parking Pro represents to Explorations that the Parking Pro Financial Statements for the year ended December 31, where (A) such violation2003 will show, defaultat a minimum, conflictthe following: a. Gross revenues of at least $1,000,000 b. EBITDX xx xx least $150,000 c. Pre-tax income exceeded $50,000 Parking Pro represents to Explorations that the Parking Pro Financial Statements for the three month period ended March 31, breach or other occurrence or (B) such failure to obtain such consent2004 will show, approvalat a minimum, or authorization to make such filing or give such notice could not reasonably be expected to have a Company Material Adverse Effect.the following: a. Gross revenues of at least $289,674 b. EBITDA xx xx xxast $102,411.75

No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries set forth in Schedule 4.05, all of which is to be paid and discharged at Closing, the The execution, delivery and performance of this Agreement and the other Transaction Operative Documents by ActiveWorlds, the Company issuance of the Consideration Shares to the Stockholders and the consummation of the transactions contemplated hereby and thereby by the Operative Documents will not (ia) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of lawlaw or any judgment, rule, regulationdecree, order, writ, judgment, injunction, decree, determination regulation or award rule of any court or other governmental authority applicable to the Company or any of the Company Subsidiaries; ActiveWorlds, (iib) except as set forth in Schedule 4.05 hereto, for such consents or have been obtained at or prior to the Closing require any consent, approval or authorization of any Person; (iii) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents of the Company or the Company Subsidiaries; or (iv) except as set forth in Schedule 4.05 hereto, result in any breach of, or constitute declaration, filing or registration with, any Person, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, not in 2.6 lease, note or other restriction, encumbrance, obligation or liability to which ActiveWorlds is a party or by which it is bound or to which any of its assets are subject, (d) result in the creation of any Lien on material lien or encumbrance upon the assets of ActiveWorlds or any capital stock of the assets Purchase, (e) conflict with or properties result in a breach of or constitute a default under any provision of the Company organisers documents of ActiveWorlds, or (f) invalidate or adversely affect any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, leasepermit, license, permit, franchise authorization or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, status used in the case conduct of subclauses (i) and (iv) abovethe business of ActiveWorlds. Except as set forth on Schedule 3.4, where (A) such violation, default, conflict, breach or other occurrence or (B) such failure to obtain such no consent, approval, order, authorization or authorization to make such registration qualification, designation, license, license, declarations or filing with any state of federal governmental authority or give such notice could not reasonably be expected to have a Company Material Adverse Effectany other Person is required on the part of ActiveWorlds in connection with the execution and delivery of this Agreement, the issuance of the Consideration Shares as the Purchase Price or the consummation of the transactions contemplated herein.

No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries set forth in Schedule 4.05, all of which is to be paid and discharged at Closing, the The execution, delivery and performance of this Agreement and the other Transaction Operative Documents by the Company Sellers and the consummation of the transactions contemplated hereby and thereby will not in any way which would result in a Material Adverse Effect, (ia) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of lawlaw or any judgment, rule, regulationdecree, order, writ, judgment, injunction, decree, determination regulation or award rule of any court or other governmental authority applicable to the Company or any of the Company Subsidiaries; Sellers, except for such as have been obtained at or prior to the Closing (iib) except as set forth in Schedule 4.05 hereto, require any consent, approval or authorization of any Person; (iii) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents of the Company or the Company Subsidiaries; or (iv) except as set forth in Schedule 4.05 hereto, result in any breach of, or constitute declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a “Person”) (the consent of all such Persons to be duly obtained by the Sellers at or prior to the Closing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which any of the Sellers is a party or by which either of them is bound or to which any of their assets are subject, (d) result in the creation of any Lien on lien or encumbrance upon the assets of any of the assets Sellers or properties upon any of the Company capital stock of any of the Sellers, (e) conflict with or result in a breach of or constitute a default under any Company Subsidiary pursuant toprovision of any organizational documents of any of the Corporate Sellers, or (f) invalidate or adversely affect any note, bond, mortgage, indenture, contract, agreement, leasepermit, license, permit, franchise authorization or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, status used in the case conduct of subclauses (i) and (iv) above, where (A) such violation, default, conflict, breach or other occurrence or (B) such failure to obtain such consent, approval, or authorization to make such filing or give such notice could not reasonably be expected to have a Company Material Adverse Effectthe business of the Sellers.

No Approvals or Notices Required; No Conflicts With Instruments. Except (a) for compliance with any applicable requirements of the HSR Act (which waiting period has expired), and (b) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries set forth in Schedule 4.05, all of which is to be paid and discharged at Closing, the The execution, delivery and performance of this Agreement by Purchaser and the other Transaction Documents by the Company Cobalt, as applicable, and the consummation by them of the transactions contemplated hereby and thereby will not not (ia) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of lawlaw or any judgment, rule, regulationdecree, order, writ, judgment, injunction, decree, determination regulation or award rule of any court or other governmental authority applicable to the Company Cobalt or any of the Company Subsidiaries; Purchaser; (iib) except as set forth in Schedule 4.05 hereto, require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except (i) compliance with applicable securities laws and (ii) the filing of all documents necessary to consummate the Merger with the Washington Secretary and the Ohio Secretary; (c) cause a Material Adverse Effect (as hereinafter defined) by resulting in a default under (with or without the giving of notice or lapse of time, or both), or acceleration or termination of, or the creation in any party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which Cobalt or Purchaser are parties or by which they are bound or to which Cobalt's assets are subject; (d) result in the creation of any Person; liens, mortgages, pledges, deeds of trust, security interests, charges, encumbrances or other adverse claims of interest of any kind upon any assets of Cobalt; (iiie) conflict with or result in a breach of or constitute a default under any provision of the Organizational Documents Articles of the Company Incorporation or the Company SubsidiariesBylaws of Cobalt or Purchaser; or (f) invalidate or (iv) except as set forth in Schedule 4.05 heretoadversely affect any permit, result in any breach of, license or constitute a default (with authorization or without the giving of notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result status used in the creation conduct of any Lien on any of the assets or properties of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties, to which the Company or any Company Subsidiary is a party or by which any of such assets or properties is bound or affected; except, in the case of subclauses (i) and (iv) above, where (A) such violation, default, conflict, breach or other occurrence or (B) such failure to obtain such consent, approval, or authorization to make such filing or give such notice could not reasonably be expected to have a Company Cobalt's business. A "Material Adverse Effect" is defined as a material adverse effect on Cobalt's and Purchaser's combined business operations, assets, liabilities (absolute accrued, contingent or otherwise), or condition (financial or otherwise).