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 Consents other than those set forth Except as described in Section 6.4 4.5 of the iGambit Business Disclosure Schedule are required with respect to iGambit’sSchedule, 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 or any other Transaction Documents Agreement by iGambit, the Signing Stockholder Seller and Merger Sub each Member do not and will not, not (with or without notice or lapse of time,): (a) conflict with with, violate or violate result in any breach of (i) any of the iGambit provisions of the Certificate of Incorporation or iGambit’s bylaws, Formation or the certificate Operating Agreement of incorporation Seller, Eagle Eye, Frost or bylaws Jaws; (ii) any Resolutions; (iii) any of Merger Subthe terms or requirements of any Governmental Approval held by Seller, Eagle Eye, Frost, Jaws or any Seller Affiliate or that relates to the Business or any of the Purchased Assets or Assumed Liabilities; or (iv) any provision of any Business Contract; (b) conflict with give any Governmental Authority or violate other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement applicable or any Order to iGambit which Seller, Eagle Eye, Frost, Jaws, any Seller Affiliate, or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Purchased Assets or Assumed Liabilities, is subject; (iii) declare a default of, exercise any other property remedy under, accelerate the performance of, cancel, terminate, modify or asset of iGambit receive any payment under any Business Contract; or (iv) revoke, suspend or modify any of its Subsidiaries or the Signing Stockholder is bound or affectedGovernmental Approval; (c) assuming cause Seller or Purchaser to become subject to, or to become liable for the Consents listed in Section 6.4 payment of, any Tax, or cause any of the iGambit Disclosure Schedule are obtained, result in Purchased Assets to be reassessed or revalued by 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 Tax Authority or other instrument Governmental Authority arising from the Business on or obligationbefore the Closing Date; (d) violate result in the imposition or conflict with any other restriction creation of any kind Encumbrance (except in the ordinary course of business for goods or character equipment sold) upon or with respect to which iGambit or any of its Subsidiaries or the Signing Stockholder is subjectPurchased Assets; or (e) other than the HSR Act filing or the filing of the “Notification of Sale, Transfer, or Assignment in Bulk” with the Department of Treasury of the State of New Jersey, require iGambit Seller, Eagle Eye, Frost, Jaws or any of its Subsidiaries or the Signing Stockholder Seller Affiliate to obtain any Consent of, or make or deliver any filing or notice to, to a Governmental Authority.

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 (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 Xxxxxx 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.