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

No Conflicts; Required Filings and Consents. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by the Purchaser Parties and the consummation of the Merger and the other transactions contemplated by this Agreement will not: (i) conflict with or violate Parent’s certificate of incorporation or bylaws, or the equivalent charter documents of the other Purchaser Parties; (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) below have been obtained, and all filings described therein have been made, conflict with or violate any Law or Governmental Order applicable to Parent or its Subsidiaries or by which any material property or asset of Parent or any of its Subsidiaries is bound or affected; (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any material property or asset of Parent or any of its Subsidiaries, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to have a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENT

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Buyer Party of this Agreement does not, the execution and delivery by the Purchaser Parties do Buyer Parent and each Buying Entity of each other Transaction Document to which it is, or is specified to be, a party will not, and the performance by each Buyer Party of this Agreement and the performance by the Purchaser Parties Buyer Parent and each Buying Entity of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Merger Transactions to be consummated by Buyer Parent and the other transactions contemplated by this Agreement each Buying Entity will not: , (i) conflict with or violate Parent’s certificate any provision of incorporation the organizational, governing or bylaws, or the equivalent charter similar documents of the other Purchaser Parties; Buyer Parent or any Buying Entity (ii) assuming that all consents, approvals and authorizations Consents contemplated by Section 4.03(b3.03(b) below have been obtained, and all filings described therein Filings contemplated by Section 3.03(b) have been made, conflict with or violate any Order or Law or Governmental Order applicable to Buyer Parent or its Subsidiaries such Buying Entity or by which any material property or asset of Buyer Parent or any of its Subsidiaries such Buyer Party is bound or affected; (iii) assuming that all Consents contemplated by Section 3.03(b) have been obtained, and all Filings contemplated by Section 3.03(b) have been made, require any consent or other action by any Person under, result in a 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant toContract, or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled underexcept, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any material property or asset of Parent or any of its Subsidiaries, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), ) and (iii) and (iv) above for any such conflictsabove, violationsas would not, breachesindividually or in the aggregate, defaults or other occurrences that would not reasonably be expected to have a Parent Buyer Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENT.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by Buyer of this Agreement does not, the execution and delivery by the Purchaser Parties do Buyer and Subsidiary Buyer of each other Transaction Document to which Buyer or Subsidiary Buyer is, or is specified to be, a party will not, and the performance by Buyer of this Agreement and the performance by the Purchaser Parties Xxxxx and Subsidiary Buyer of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Merger Transactions to be consummated by Buyer and the other transactions contemplated by this Agreement Subsidiary Buyer will not: , (i) conflict with or violate Parent’s certificate any provision of incorporation the organizational or bylaws, or the equivalent charter similar documents of the other Purchaser Parties; Buyer or any of its Subsidiaries, (ii) assuming that all consents, approvals and authorizations Consents contemplated by Section 4.03(b3.06(b) below have been obtained, and all filings described therein Filings contemplated by Section 3.06(b) have been made, conflict with or violate any Order or Law or Governmental Order applicable to Parent Buyer or any of its Subsidiaries or by which any material property or asset of Parent Buyer or any of its Subsidiaries is bound or affected; bound, (iii) assuming that all Consents contemplated by Section 3.06(b) have been obtained, and all Filings contemplated by Section 3.06(b) have been made, require any consent or other action by any Person under, result in a breach of, loss of material benefit 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of any right or benefit Contract that is material to which Parent or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of Buyer and its Subsidiaries, or any material property or asset of Parent or any of its Subsidiariestaken as a whole, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance any Lien (other than a Permitted Lien) on any material property or asset of Parent Buyer or any of its Subsidiaries, except except, in the case of clauses (ii), (iii) and (iv) above for any such conflictsabove, violationsas would not, breachesindividually or in the aggregate, defaults or other occurrences that would not reasonably be expected to have be material to Buyer and its Subsidiaries, taken as a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTwhole.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Purchaser Parties do Metamor does not, and the performance of this Agreement by the Purchaser Parties and the consummation of the Merger and the other transactions contemplated Transactions by this Agreement Metamor will not: (i) conflict with or violate Parent’s the certificate of incorporation or bylawsby-laws of Metamor or any of its Subsidiaries, or the equivalent charter documents of the other Purchaser Parties; (ii) assuming that all the consents, approvals approvals, authorizations and authorizations contemplated by waivers specified in Section 4.03(b4.4(b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been madesatisfied, conflict with or violate any Law or Governmental Order applicable to Parent Metamor or any of its Subsidiaries or by which any material property or asset of Parent Metamor or any of its Subsidiaries is bound or affected; , or (iii) require any consent or other action by any Person under, result in a 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration acceleration, or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss creation of a lien or other encumbrance on any right property or benefit to which Parent asset of Metamor or any of its Subsidiaries is entitled underpursuant to, any contract, agreement, note, bond, mortgage, indenture, contract, credit agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Metamor or any of its Subsidiaries is a party or by which Parent Metamor or any of its Subsidiaries, Subsidiaries or any material property or asset of Parent Metamor or any of its Subsidiaries, Subsidiaries is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), ) and (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences that of the type referred to above which would not reasonably be expected to have a Parent Metamor Material Adverse Effect. The execution and delivery Effect or would not prevent or materially delay the consummation of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTMerger.

No Conflicts; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement and the Related Documents, the consummation of the Transactions and the fulfillment of the terms hereof and thereof will not: (i) conflict with, or result in a breach or violation of, the Search Charter Documents; (ii) conflict with, or result in a default (or would constitute a default but for any requirement of notice or lapse of time or both) under any document, agreement or other instrument to which either Search or Newco is a party, or result in the creation or imposition of any lien, charge or encumbrance on any of Search's or Newco's properties pursuant to (y) any Law to which either Search or Newco or any of their respective property is subject, or (z) any judgment, order or decree to which Search or Newco is bound or any of their respective property is subject, other than such as would not individually or in the aggregate have a Search Material Adverse Effect; (iii) result in termination of, or give to any other Person any right of termination, amendment, acceleration or cancellation with respect to any permit, license, franchise, contractual right or other authorization of Search or Newco material to Search and its Subsidiaries, taken as a whole; or (iv) violate any Law to which Search or Newco is subject or by which any assets of Search or Newco are bound or affected the violation of which would have a Search Material Adverse Effect. (b) The execution and delivery of this Agreement by the Purchaser Parties Search and Newco do not, and the performance of this Agreement by the Purchaser Parties Search and the consummation of the Merger and the other transactions contemplated by this Agreement will not: (i) conflict with or violate Parent’s certificate of incorporation or bylaws, or the equivalent charter documents of the other Purchaser Parties; (ii) assuming that all consents, approvals and authorizations contemplated by Section 4.03(b) below have been obtained, and all filings described therein have been made, conflict with or violate any Law or Governmental Order applicable to Parent or its Subsidiaries or by which any material property or asset of Parent or any of its Subsidiaries is bound or affected; (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of any right or benefit to which Parent or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any material property or asset of Parent or any of its Subsidiaries, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to have a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties Newco will not, require any consent, approval, authorization or permit permission of, or filing with or notification to, any Governmental Authority except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, and Blue Sky Laws, and filing and recordation of the Certificate of Merger with the Secretary as required by the Delaware Statutes (ii) such notice as is necessary to comply with HSR and (iii) where failure to obtain such consents, approvals, authorizations or registration FD 36250 REDACTED AGREEMENTpermits, or to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent Search or Newco from performing its obligations under this Agreement. 4.4.

No Conflicts; Required Filings and Consents. (a) The execution and delivery by each Seller Party of this Agreement does not, and the execution and delivery by the Purchaser Parties do Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which Seller Parent, each Selling Entity or each Acquired Company is, or is specified to be, a party will not, and the performance by each Seller Party of this Agreement and the performance by the Purchaser Parties Seller Parent, each Selling Entity and each Acquired Company of each other Transaction Document to which it is, or is specified to be, a party and the consummation of the Merger Transactions to be consummated by Seller Parent, each Selling Entity and the other transactions contemplated by this Agreement each Acquired Company will not: not (in each case, whether or not with notice, lapse of time or both), (i) conflict with or violate Parent’s certificate any provision of incorporation the organizational, governing or bylaws, or the equivalent charter similar documents of the other Purchaser Parties; Seller Parent, each Selling Entity or each Acquired Company, (ii) assuming that all consents, approvals and authorizations Consents contemplated by Section 4.03(b2.06(b) below have been obtained, and all filings described therein Filings contemplated by Section 2.06(b) have been made, conflict with or violate in any material respect any Order or any Law or Governmental Order applicable to Parent Seller Parent, each Selling Entity or its Subsidiaries each Acquired Company or by which any material property or asset of Parent or any of its Subsidiaries is bound or affected; the Transferred Assets are bound, (iii) assuming that all Consents contemplated by Section 2.06(b) have been obtained, and all Filings contemplated by Section 2.06(b) have been made, require any consent Consent by or other action by notice to any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a breach or default) under, or give to others any Person (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration of any right or obligation under, trigger any right of first offer or refusal, preemption right or similar provisions, or cancellation of, result (immediately any Commingled Contract, Real Property Lease, Permit or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of any right or benefit to which Parent Business Material Contract or any of its Subsidiaries is entitled underother Contract related to the Business, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries, or any material property or asset of Parent or any of its Subsidiaries, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance any pledge, lien, charge, mortgage, deed of trust, encumbrance or security interest of any kind or nature whatsoever, claim, restriction, option, right of first refusal, easement, servitude or adverse interest (collectively, “Liens”) (other than a Permitted Lien) on any material property Transferred Asset or any asset of Parent owned by an Acquired Company, or its Subsidiaries(v) give any right to any Person to acquire any Transferred Asset or any part thereof, except except, in the case of clauses (ii), (iii) and (iv) above for any such conflictsabove, violationsas would not, breachesindividually or in the aggregate, defaults or other occurrences that would not reasonably be expected to have be material to the Business, taken as a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTwhole.

No Conflicts; Required Filings and Consents. The Neither the execution and delivery by such Seller of this Agreement by the Purchaser Parties do notor any Ancillary Agreement to which such Seller is a party, and nor the performance by such Seller of this Agreement by the Purchaser Parties and its obligations hereunder or thereunder, nor the consummation by such Seller of the Merger and Transactions, will (a) violate any provision of the other transactions contemplated by this Agreement will not: Organizational Documents of such Seller (iif not an individual) conflict with or the Acquired Entities, (b) violate Parent’s certificate of incorporation or bylawsany Permit, Law, Order, or other restriction of any Governmental Authority to which such Seller, the equivalent charter documents Acquired Interests of the other Purchaser Parties; (ii) assuming that all consentssuch Seller, approvals and authorizations contemplated by Section 4.03(b) below have been obtainedor any Acquired Entity, and all filings described therein have been made, conflict with or violate any Law or Governmental Order applicable to Parent or its Subsidiaries or by which any material property or asset of Parent or any of its Subsidiaries their respective assets or properties is bound subject or affected; bound, (iiic) require any consent or other action by any Person underconflict with, result in a breach of or of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of acceleration of, create in any Person the right to accelerate, terminate, modify, or benefit cancel, or require any notice under any Contract to which Parent any Seller or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries Acquired Entity is a party or by which Parent any Seller, the Acquired Interests of such Seller, or the Acquired Entities or any of its Subsidiariestheir respective assets or properties, is subject or bound, (d) provide any Person other than Buyer with the right to exercise any right of first refusal to purchase or other right to purchase the Acquired Interests of such Seller, or (e) require such Seller to give any material property notice to, make any filing with, or asset of Parent obtain any Consent of, any third party or any of its SubsidiariesGovernmental Authority, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) except, in the creation cases of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses foregoing subsections (iia), (iiib), (c) and (iv) above for any such conflictse), violations, breaches, defaults or other occurrences that as would not reasonably be expected to have a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and individually or in the performance aggregate, adversely affect the ability of such Seller to consummate the Transactions or perform its obligations under this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTAgreement.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Purchaser Parties do Buyer does not, and the performance of this Agreement by the Purchaser Parties and the consummation of the Merger and the other transactions contemplated Transactions by this Agreement Buyer will not: not (i) conflict with or violate Parent’s the certificate of incorporation incorporation, by-laws or bylaws, or the equivalent charter other governing documents of the other Purchaser Parties; Buyer, as applicable, (ii) assuming that all the consents, approvals approvals, authorizations and authorizations contemplated by waivers specified in Section 4.03(b5.4(b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization or waiver has been madesatisfied, conflict with or violate any Law or Governmental Order Laws applicable to Parent Buyer or its Subsidiaries or by which any material property or asset of Parent Buyer or any of its Subsidiaries is bound or affected; , or (iii) require any consent or other action by any Person under, result in a 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss creation of a Lien or other encumbrance on any right property or benefit to which Parent asset of Buyer or any of its Subsidiaries is entitled underpursuant to, any note, bond, mortgage, indentureindenture or credit agreement, or, to Buyer's knowledge as of the date of this Agreement, any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Buyer or any of its Subsidiaries is a party or by which Parent Buyer or any of its Subsidiaries, or any material property or asset of Parent Buyer or any of its Subsidiaries, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to have a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTor

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Purchaser Parties do Parent and Merger Sub, does not and will not, and the performance of this Agreement by the Purchaser Parties Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger Transactions to which it is a party (including consummation of the Funds Financing and the other transactions contemplated by this Agreement Pattonair Refinancing (as defined in the Debt Commitment Letter)) will not: , (i) conflict with or violate Parent’s any provision of the certificate of incorporation incorporation, bylaws or bylaws, similar organizational or the equivalent charter governing documents of the other Purchaser Parties; Parent or Merger Sub, (ii) assuming that all consents, approvals approvals, authorizations and authorizations contemplated by permits described in Section 4.03(b4.3(b) below have been obtained, obtained and all filings and notifications described therein in Section 4.3(b) have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Governmental Order applicable to Parent, Merger Sub or any other Subsidiary of Parent or its Subsidiaries (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”), or by which any material property or asset of Parent or any of its Subsidiaries Parent Subsidiary is bound or affected; affected or (iii) require any consent or other action by any Person approval under, result in a any breach of or any loss of any benefit under, or constitute a default (or an event that which with or without notice or lapse of time or both would become a default) under, give to others (immediately under any Contract or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss of any right or benefit Permit to which Parent or any of its Subsidiaries is entitled under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its Subsidiaries Subsidiary is a party (or by which Parent or any of its Subsidiariestheir respective properties or assets are bound), or any material property or asset of Parent or any of its Subsidiariesexcept, is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of respect to clauses (ii), (iii) and (iv) above iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. The execution and delivery of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENT.

No Conflicts; Required Filings and Consents. The (a) Subject to, with respect to the issuance of the Series A Preferred Stock and the Common Stock issuable in payment of dividends upon, and upon conversion of, the Series A Preferred Stock, compliance with Section 4.5, the execution and delivery of this Agreement Agreement, the Convertible Note and the Registration Rights Agreement, by the Purchaser Parties Xpedior do not, and the performance of this Agreement by the Purchaser Parties and the consummation of the Merger and the other transactions contemplated Transactions by this Agreement Xpedior will not: , (i) conflict with or violate Parent’s the certificate of incorporation incorporation, by-laws or bylaws, or the equivalent charter other governing documents of the other Purchaser Parties; Xpedior or any of its Subsidiaries, (ii) assuming that all the consents, approvals approvals, authorizations and authorizations contemplated by waivers specified in Section 4.03(b2.4(b) below have been obtainedreceived and any condition precedent to such consent, and all filings described therein have approval, authorization or waiver has been madesatisfied, conflict with or violate any Law or Governmental Order applicable to Parent Xpedior or any of its Subsidiaries or by which any material property or asset of Parent Xpedior or any of its Subsidiaries is bound or affected; , or (iii) require any consent or other action by any Person under, result in a 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss creation of a lien or other encumbrance on any right property or benefit to which Parent asset of Xpedior or any of its Subsidiaries is entitled underpursuant to, any contract, agreement, note, bond, mortgage, indenture, contract, credit agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Xpedior or any of its Subsidiaries is a party or by which Parent Xpedior or any of its Subsidiaries, Subsidiaries or any material property or asset of Parent Xpedior or any of its Subsidiaries, Subsidiaries is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), ) and (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above that would not reasonably be expected to have a Parent an Xpedior Material Adverse Effect. The execution and delivery Effect or would not prevent or materially delay the consummation of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTTransactions.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Purchaser Parties do PSINet and Merger Subsidiary does not, and the performance of this Agreement by the Purchaser Parties and the consummation of the Transactions by PSINet and Merger and the other transactions contemplated by this Agreement Subsidiary will not: (i) conflict with or violate Parent’s the certificate of incorporation or bylawsby-laws of PSINet and Merger Subsidiary, or the equivalent charter documents of the other Purchaser Parties; (ii) assuming that all the consents, approvals approvals, authorizations and authorizations contemplated by waivers specified in Section 4.03(b5.4(b) below have been obtainedreceived and the waiting periods referred to therein have expired, and all filings described therein have any condition precedent to such consent, approval, authorization, or waiver has been madesatisfied, conflict with or violate any Law or Governmental Order Laws applicable to Parent PSINet or its Subsidiaries or by which any material property or asset of Parent PSINet or any of its Subsidiaries is bound or affected; , or (iii) require any consent or other action by any Person under, result in a 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration acceleration, or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss creation of a lien or other encumbrance on any right property or benefit to which Parent asset of PSINet or any of its Subsidiaries is entitled underpursuant to, any note, bond, mortgage, indentureindenture or credit agreement, or, to PSINet's knowledge as of the date of this Agreement, any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent PSINet or any of its Subsidiaries is a party or by which Parent PSINet or any of its Subsidiaries, Subsidiaries or any material property or asset of Parent PSINet or any of its Subsidiaries, Subsidiaries is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), ) or (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences that of the type referred to above which would not reasonably be expected to have a Parent PSINet Material Adverse Effect. The execution and delivery Effect or would not prevent or materially delay the consummation of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTMerger.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Registration Rights Agreement by the Purchaser Parties Xpedior do not, and the performance of this Agreement by the Purchaser Parties and the consummation of the Merger and the other transactions contemplated Transactions by this Agreement Xpedior will not: , (i) conflict with or violate Parent’s the certificate of incorporation incorporation, by-laws or bylaws, or the equivalent charter other governing documents of the other Purchaser Parties; Xpedior or any of its Subsidiaries, (ii) assuming that all the consents, approvals approvals, authorizations and authorizations contemplated by waivers specified in Section 4.03(b2.4(b) below have been obtainedreceived and any condition precedent to such consent, and all filings described therein have approval, authorization or waiver has been madesatisfied, conflict with or violate any Law or Governmental Order applicable to Parent Xpedior or any of its Subsidiaries or by which any material property or asset of Parent Xpedior or any of its Subsidiaries is bound or affected; , or (iii) require any consent or other action by any Person under, result in a 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 (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations pursuant to, or result in the loss creation of a lien or other encumbrance on any right property or benefit to which Parent asset of Xpedior or any of its Subsidiaries is entitled underpursuant to, any contract, agreement, note, bond, mortgage, indenture, contract, credit agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Xpedior or any of its Subsidiaries is a party or by which Parent Xpedior or any of its Subsidiaries, Subsidiaries or any material property or asset of Parent Xpedior or any of its Subsidiaries, Subsidiaries is bound or affected; or (iv) result (immediately or with notice or lapse of time or both) in the creation of an Encumbrance on any material property or asset of Parent or its Subsidiaries, except in the case of clauses (ii), ) and (iii) and (iv) above for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above that would not reasonably be expected to have a Parent an Xpedior Material Adverse Effect. The execution and delivery Effect or would not prevent or materially delay the consummation of this Agreement by the Purchaser Parties do not, and the performance of this Agreement by Purchaser Parties will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration FD 36250 REDACTED AGREEMENTTransactions.