NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance or this Agreement by the GST Companies and the consummation of the transactions contemplated hereby do not and will not conflict with or violate (a) any of the GST Companies' Certificates or Articles of Incorporation or By-laws or (b) any agreement governing the organization, management, business or affairs of the GST Companies or, in any material respect, any agreement or instrument to which the GST Companies are bound, or (c) except as set forth on Schedule 4.2, any material law, administrative regulation or rule or court order, judgment or decree applicable to the GST Companies; nor will the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the GST Companies may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of this Agreement by the Buyer does not and will not conflict with or violate any agreement governing the organization, management, business or affairs of the Buyer or, in any material respect, any agreement or instrument to which the Buyer may be a party or by which the Buyer is bound, or any material law, administrative regulation or rule or court order, judgment or decree applicable to the Buyer; nor will the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the Buyer is bound, or by which the Buyer may be bound or affected, other than the Stockholders' Agreement (as such term is defined in Section 10.3).
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of this Agreement by Buyer and Buyer's Parent and the consummation of the transactions contemplated hereby does not and will not conflict with or violate (a) the organizational or governing documents of Buyer or Buyer's Parent or (b) any material law, administrative regulation or rule or court order, judgment or decree applicable to Buyer or Buyer's Parent; nor will the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which Buyer or Buyer's Parent is bound, or by which Buyer or Buyer's Parent may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of the Buyer's Documents to which each of them shall be a party by Buyer and Hi-Rise and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or violate (a) the Buyer's or Hi-Rise's Certificate of Incorporation, as amended, or Bylaws or (b) any material law, administrative regulation or rule or court order, judgment or decree applicable to the Buyer or Hi-Rise and the execution and delivery of the Buyer's Documents or the consummations of the transactions contemplated thereby will not constitute a material breach of, or any event of default under, any material contract or agreement to which the Buyer or Hi-Rise is bound, or by which the Buyer or Hi-Rise may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of the Agreements by the Buyer and the consummation of the transactions contemplated hereby and thereby does not and will not conflict with or violate (a) the Buyer's Certificate of Incorporation or By-laws or (b) any agreement governing the organization, management, business or affairs of the Buyer, Signatel Ltd., its Canadian subsidiary ("Signatel"), Computer-Aided Software Integration, Inc., a Delaware corporation ("CASI") or HH Communications, Inc., an Illinois corporation ("HH") or, in any material respect, any agreement or instrument to which the Buyer, Signatel, CASI or HH may be a party or by which the Buyer, Signatel, CASI or HH (or any of their respective properties) is bound, or (c) any material law, administrative regulation or rule or court order, judgment or decree applicable to the Buyer; nor will the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the Buyer, Signatel, CASI or HH is bound, or by which the Buyer, Signatel, CASI or HH (or any of their respective properties) may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of the Agreements by the Buyer and the consummation of the transactions contemplated hereby and thereby does not and will not conflict with or violate (a) the Buyer's articles of incorporation or by-laws or (b) any agreement governing the organization, management, business or affairs of the Buyer, or any of its subsidiaries or, in any material respect, any agreement or instrument to which the Buyer or any of its subsidiaries may be a party or by which the Buyer or any of its subsidiaries (or any of their respective properties) is bound, including without limitation any agreement relating to registration rights in Buyer's securities, or (c) any material law, administrative regulation or rule or court order, judgment or decree applicable to the Buyer; nor will the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the Buyer or any of its subsidiaries is bound, or by which the Buyer or any of its subsidiaries (or any of their respective properties) may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby does not and will not conflict with or violate (a) the Purchaser's certificate of incorporation or by-laws or (b) any agreement governing the organization, management, business or affairs of the Purchaser or, in any material respect, any agreement or instrument which the Purchaser may be a party or by which the Purchaser (or any of its properties) is bound, or (c) any material law, administrative regulation or rule or court order, judgment or decree applicable to the Purchaser, nor will the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the Purchaser is bound, or by which the Purchaser (or any of its properties) may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of the Transaction Documents to which each of them shall be a party by Gateway and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or violate (a) Gateway's Certificate of Incorporation, as amended, or By-laws or (b) any material law, administrative regulation or rule or court order, judgment or decree applicable to Gateway and the execution and delivery of Gateway or the consummations of the transactions contemplated thereby will not constitute a material breach of, or any event of default under, any material contract or agreement to which Gateway is bound, or by which Gateway may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance or this Agreement by the Buyer and Paradigm (to the extent each is a party thereto) and the consummation of the transactions contemplated hereby and thereby does not and will not conflict with or violate (a) the Buyer's or Paradigm's Certificate of Incorporation or By-laws or (b) any agreement governing the organization, management, business or affairs of the Buyer or Paradigm or, in any material respect, any agreement or instrument to which the Buyer or Paradigm is bound, or (c) any material law, administrative regulation or rule or court order, judgment or decree applicable to the Buyer or Paradigm; nor will the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the Buyer or Paradigm may be bound or affected.
NO CONFLICTS; ABSENCE OF DEFAULTS. The execution, delivery and performance of this Agreement and the Parent's Agreements by Acquisition Corp. and the Parent, respectively and the consummation of the transactions contemplated hereby and thereby does not and will not conflict with or violate (a) the Certificate of Incorporation or By-laws of Acquisition Corp. or the Parent or (b) any agreement governing the organization, management, business or affairs of Acquisition Corp. or the Parent or, in any material respect, any agreement or instrument to which Acquisition Corp. or the Parent may be a party or by which the Parent (or any of their respective properties) is bound, or (c) any material law, administrative regulation or rule or court order, judgment or decree applicable to Acquisition Corp. or the Parent; nor will the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby constitute a material breach of, or any event of default under, any material contract or agreement to which the Acquisition Corp. or the Parent is bound, or by which Acquisition Corp. or the Parent (or any of their respective properties) may be bound or affected.
