Common use of No Conflicts; Required Filings and Consents Clause in Contracts

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The Except as would not materially impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 2.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's ’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder PSINet does not, and the performance of this Agreement and consummation of the Transactions by such Stockholder PSINet will not, (i) conflict with or violate any trust agreement the certificate of incorporation or other similar documents relating to any trust by-laws of which such Stockholder is trusteePSINet, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 3.3(b) have been received and any condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder PSINet or by which such Stockholder any property or any asset of such Stockholder's properties PSINet is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, PSINet pursuant to, any contract, agreement, note, bond, mortgage, indenture, contract, credit agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder PSINet is a party or by which such Stockholder PSINet or any property or asset of such Stockholder's assets PSINet is bound or affected, except, except in the case of clauses (ii) and or (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above that would not prevent or materially delay the performance by such Stockholder consummation of such Stockholder's obligations under this Agreementthe Transactions.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) assuming that all consents, approvals, authorizations and other actions described in Section 4.02(b) of this Agreement have been made, conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such any property or asset of Stockholder or any of such Stockholder's properties is bound or affected or (iiiii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any property or asset of such Stockholder's assets Stockholder is bound or affected, except, in the case of clauses with respect to clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the performance by such transactions contemplated herein or otherwise prevent or materially delay Stockholder of such Stockholder's from performing his obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The Except as would not impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 4.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) . (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder will not, (i) assuming that all consents, approvals, authorizations and other actions described in Section 4.02(b) of this Agreement have been made, conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder or by which such any property or asset of Stockholder or any of such Stockholder's properties is bound or affected or (iiiii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets property or asset of such Stockholder, including such Stockholder's Subject Shares, Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any property or asset of such Stockholder's assets Stockholder is bound or affected, except, in the case of clauses with respect to clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not prevent or materially delay consummation of the performance by such transactions contemplated herein or otherwise prevent or materially delay Stockholder of such Stockholder's from performing his obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The Except as would not impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 3.2(c), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, the Owned Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The Except as would not materially impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 2.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties ’s assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a1) The execution Except for the requirements of the Xxxx-Xxxxx-Xxxxxx Act, the execution, delivery and delivery performance by Debtor of this Agreement by such Stockholder does do not, and the performance of this Agreement by such Stockholder Debtor will not, (iA) conflict with or violate the Memorandum or Articles of Association of Debtor or any shareholders’ agreement in respect of the Debtor by which the Debtor is bound; (B) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to such Stockholder Debtor or by which such Stockholder or any of such Stockholder's its properties is bound or affected affected; or (iiic) result in any material breach of or constitute a material default (or an event that which with notice or lapse of time time, or both both, would become a default) under, or impair Debtor’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance Lien on any of the properties or assets of such Stockholder, including such Stockholder's Subject Shares, Debtor pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Debtor is a party or by which such Stockholder Debtor or any of such Stockholder's assets its properties is bound or affected, exceptwith the exception of conflicts, in the case of clauses (ii) breaches and (iii), for any such breaches, defaults or other occurrences that which would not prevent or delay the performance by such Stockholder result in an impairment in any material respect of such Stockholder's obligations Purchaser’s rights under this AgreementAgreement or in a diminution in value of the CDC Software Shares.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this such Agreement by such Stockholder will not, (iA) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trusteewith, (ii) conflict with contravene or violate any law, rule, regulation, court order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties ’s property is bound or affected affected, (B) in the case of any partnership or corporation, violate or conflict with its organizational documents or (iiiC) require any consent under or result in any violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, cancellation or acceleration or cancellation of, or result in the creation of a lien or encumbrance Encumbrance (as hereinafter defined) on any of the property or assets of such Stockholder, including such Stockholder's Subject the Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreementinstrument, leasepermit, license, permit, franchise or other instrument or obligation understanding to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets ’s property is bound or affected, exceptexcept for any conflicts, in violations, breaches or defaults, terminations, cancellations or rights of terminations or cancellation, which, assuming the case exercise of clauses (ii) and (iii)any rights of termination or cancellation, for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this such Agreement by such Stockholder will not, (iA) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trusteewith, (ii) conflict with contravene or violate any law, rule, regulation, court order, judgment or decree applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties property is bound or affected affected, (B) in the case of any partnership or corporation, violate or conflict with its organizational documents or (iiiC) require any consent under or result in any violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, cancellation or acceleration or cancellation of, or result in the creation of a lien or encumbrance Encumbrance (as hereinafter defined) on any of the property or assets of such Stockholder, including such Stockholder's Subject the Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreementinstrument, leasepermit, license, permit, franchise or other instrument or obligation understanding to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets property is bound or affected, exceptexcept for any conflicts, in violations, breaches or defaults, terminations, cancellations or rights of terminations or cancellation, which, assuming the case exercise of clauses (ii) and (iii)any rights of termination or cancellation, for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's its obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) conflict with or violate any charter, bylaws or other organizational documents of such shareholder, (ii) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder Shareholder is trustee, (iiiii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such StockholderShareholder's properties is bound or affected or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including including, without limitation, such StockholderShareholder's Subject Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such StockholderShareholder's assets is bound or affected, except, in the case of clauses (iiiii) and (iiiiv), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such StockholderShareholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance of this Agreement by such Stockholder Shareholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder Shareholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder Shareholder or by which such Stockholder Shareholder or any of such Stockholder's Shareholder’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such StockholderShareholder, including including, without limitation, such Stockholder's Subject Shareholder’s Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder or any of such Stockholder's Shareholder’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder Shareholder of such Stockholder's Shareholder’s obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The Except as would not materially impair or delay the ability of the Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such the Stockholder does not, and the performance of this Agreement by such the Stockholder will not, (i) subject to the filings referred to in Section 4.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties assets is bound or affected or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such the Stockholder, including such Stockholder's Subject including, without limitation, Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's ’s properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject ’s Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or materially delay the performance by such Stockholder of such Stockholder's ’s obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The Except as would not impair or delay the ability of such Stockholder to consummate the transactions contemplated hereby, the execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) subject to the filings referred to in Section 3.2(b), conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties assets is bound or affected or (iiiii) subject to the release of liens on stock owned by Richard Saker securing margin loans which will be released contempoxxxxxxx xxxx the consummation of the Offer through the repayment of such margin loans in full with the proceeds of a loan made by the Purchaser, result in any breach of or constitute a default (or an any event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any assets of such Stockholder, including such Stockholder's Subject including, without limitation, the Exchange Shares, pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and, subject to compliance with applicable antitrust and securities laws, the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such the Stockholder, including such including, without limitation, the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and, subject to compliance with applicable antitrust and securities laws, the performance of this Agreement by such the Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such the Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such the Stockholder or by which such the Stockholder or any of such the Stockholder's properties is are bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including such the Stockholder's Subject Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such the Stockholder of such the Stockholder's obligations under this Agreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate any trust agreement or other similar documents relating to any trust of which such Stockholder is trustee, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree law applicable to such Stockholder or by which such Stockholder or any of such Stockholder's properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any assets of such Stockholder, including including, without limitation, such Stockholder's Subject Owned Shares, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's assets is bound or affected, except, in the case of clauses (ii) and (iii), for any such breaches, defaults or other occurrences that would not prevent or delay the performance by such Stockholder of such Stockholder's obligations under this Agreement.