Common use of No Default; No Consent Required; No Restrictions Clause in Contracts

No Default; No Consent Required; No Restrictions. Neither Webshots nor ------------------------------------------------ any of its subsidiaries is in material breach or default under any Webshots Material Agreement. Neither Webshots nor any of its subsidiaries is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect on Webshots. Neither Webshots nor any of its subsidiaries has any material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule -------- 3.12 to the Webshots Disclosure Letter, no consent or approval of any third ---- party is required to ensure that, following the Effective Time, any Webshots Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Webshots Ancillary Agreement. Neither Webshots nor any of its subsidiaries is a party to, and no asset or property of Webshots or any of its subsidiaries is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or purports to restrict or prohibit) Webshots or any of its subsidiaries from freely engaging in any business now conducted by any of them or from competing anywhere in the world (including without limitation any contracts, covenants or agreements restricting the geographic area in which Webshots or any of its subsidiaries may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that Webshots or any of its subsidiaries may address in operating their respective businesses), or includes any grants by Webshots of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Webshots Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any Webshots Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule under any Webshots Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Webshots or any of its subsidiaries under any Webshots Material Agreement, or (iv) the right to cancel, terminate or modify any Webshots Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on Webshots. Neither Webshots nor any subsidiary of Webshots has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Webshots Material Agreement.

No Default; No Consent Required; No Restrictions. Neither Webshots nor Digital Content is ------------------------------------------------ any of its subsidiaries is not in material breach or default under any Webshots Digital Content Material Agreement. Neither Webshots nor any of its subsidiaries Digital Content is not a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect on Webshots. Neither Webshots nor any of its subsidiaries has any material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule -------- Item 3.12 to the Webshots Digital Content Disclosure Letter, no consent --------- consent, notice or approval of any third ---- party is required to ensure that, following the Effective Time, any Webshots Digital Content Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Webshots Digital Content Ancillary Agreement. Neither Webshots nor any of its subsidiaries Digital Content is not a party to, and no asset or property of Webshots or any of its subsidiaries Digital Content is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or prohibits, purports to restrict or prohibit) Webshots , Digital Content or, following the Effective Time, the Surviving Corporation or any of its subsidiaries Keynote, from freely engaging in any business now conducted or contemplated by any of them Digital Content or from competing anywhere in the world (including without limitation any contracts, covenants or agreements restricting the geographic area in which Webshots or any of its subsidiaries Digital Content may sell, license, market, distribute or support any products or technology or provide services, ; or restricting the markets, customers or industries that Webshots or any of its subsidiaries Digital Content may address in operating their respective businessesits business; or restricting the prices which Digital Content may charge for its products or technology or services), or includes any grants by Webshots Digital Content of exclusive rights or licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Webshots Digital Content Material Agreement, or (b) to Digital Content's knowledge, give any third party (i) the right to declare a default or exercise any remedy under any Webshots Digital Content Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule or term under any Webshots Digital Content Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Webshots or any of its subsidiaries Digital Content under any Webshots Digital Content Material Agreement, or (iv) the right to cancel, terminate or modify any Webshots Digital Content Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect on WebshotsDigital Content. Neither Webshots nor any subsidiary of Webshots Digital Content has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Webshots Digital Content Material Agreement.

No Default; No Consent Required; No Restrictions. Neither Webshots Worldprints ------------------------------------------------ nor ------------------------------------------------ any of its subsidiaries is in material breach or default under any Webshots Worldprints Material Agreement. Neither Webshots nor any of its subsidiaries is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect on Webshots. Neither Webshots Worldprints nor any of its subsidiaries has any material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule -------- Item 3.12 to the Webshots Worldprints --------- Disclosure Letter, no consent consent, notice or approval of any third ---- party is required to ensure that, following the Effective Time, any Webshots Worldprints Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Webshots Worldprints Ancillary Agreement. Neither Webshots Except as set forth in Item 3.12 to the Worldprints Disclosure Letter, neither Worldprints nor any of --------- its subsidiaries is a party to, and no asset or property of Webshots Worldprints or any of its subsidiaries is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or prohibits, purports to restrict or prohibit) Webshots , Worldprints or any of its subsidiaries or, following the Effective Time, the Surviving Corporation or Excite@Home, from freely engaging in any business now conducted by any of them or from competing anywhere in the world (including including, without limitation limitation, any contracts, covenants or agreements restricting the geographic area in which Webshots Worldprints or any of its subsidiaries may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that Webshots Worldprints or any of its subsidiaries may address in operating their respective businesses), or includes any grants by Webshots Worldprints of exclusive rights or licenses. No Except as set forth in Item 3.12 to the Worldprints --------- Disclosure Letter, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Webshots Worldprints Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any Webshots Worldprints Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule under any Webshots Worldprints Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Webshots Worldprints or any of its subsidiaries under any Webshots Worldprints Material Agreement, or (iv) the right to cancel, terminate or modify any Webshots Worldprints Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on WebshotsWorldprints. Neither Webshots Except as set forth in Item 3.12 to the Worldprints Disclosure Letter, neither --------- Worldprints nor any subsidiary of Webshots Worldprints has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Webshots Worldprints Material Agreement.

No Default; No Consent Required; No Restrictions. Neither Webshots nor Kendara is not in ------------------------------------------------ any of its subsidiaries is in material breach or default under any Webshots Kendara Material Agreement. Neither Webshots nor any of its subsidiaries is a party to any contract, agreement or arrangement which Kendara has had, or could reasonably be expected to have, a Material Adverse Effect on Webshots. Neither Webshots nor any of its subsidiaries has any no material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule -------- Item 3.12 to the Webshots Kendara Disclosure Letter, no consent --------- consent, notice or approval of any third ---- party is required to ensure that, following the Effective Time, any Webshots Kendara Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Webshots Kendara Ancillary Agreement. Neither Webshots nor any of its subsidiaries Kendara is not a party to, and no asset or property of Webshots or any of its subsidiaries Kendara is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or prohibits, purports to restrict or prohibit) Webshots , Kendara or, following the Effective Time, the Surviving Corporation or any of its subsidiaries Excite@Home, from freely engaging in any business now conducted or contemplated by any of them Kendara or from competing anywhere in the world (including without limitation any contracts, covenants or agreements restricting the geographic area in which Webshots or any of its subsidiaries Kendara may sell, license, market, distribute or support any products or technology or provide services, ; or restricting the markets, customers or industries that Webshots or any of its subsidiaries Kendara may address in operating their respective businessesits business; or restricting the prices which Kendara may charge for its products or technology or services), or includes any grants by Webshots Kendara of exclusive rights or licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Webshots Kendara Material Agreement, or (b) to Kendara's knowledge, give any third party (i) the right to declare a default or exercise any remedy under any Webshots Kendara Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule under any Webshots Kendara Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Webshots or any of its subsidiaries Kendara under any Webshots Kendara Material Agreement, or (iv) the right to cancel, terminate or modify any Webshots Kendara Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect on WebshotsKendara. Neither Webshots nor any subsidiary of Webshots Kendara has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Webshots Kendara Material Agreement.

No Default; No Consent Required; No Restrictions. Neither Webshots nor Velogic is not in ------------------------------------------------ any of its subsidiaries is in material breach or default under any Webshots Velogic Material Agreement. Neither Webshots nor any of its subsidiaries is a party to any contract, agreement or arrangement which Velogic has had, or could reasonably be expected to have, a Material Adverse Effect on Webshots. Neither Webshots nor any of its subsidiaries has any no material liability for renegotiation of government contracts or subcontracts, if any. Except as set forth in Schedule -------- Section 3.12 to of the Webshots Velogic Disclosure Letter, no consent ------------ consent, notice or approval of any third ---- party is required to ensure that, following the Effective Time, any Webshots Velogic Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Merger or by any other transaction called for by this Agreement or any Webshots Velogic Ancillary Agreement. Neither Webshots nor any of its subsidiaries Velogic is not a party to, and no asset or property of Webshots or any of its subsidiaries Velogic is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits (or prohibits, purports to restrict or prohibit) Webshots , Velogic or, following the Effective Time, the Surviving Corporation or any of its subsidiaries Keynote, from freely engaging in any business now conducted or contemplated by any of them Velogic or from competing anywhere in the world (including without limitation any contracts, covenants or agreements restricting the geographic area in which Webshots or any of its subsidiaries Velogic may sell, license, market, distribute or support any products or technology or provide services, ; or restricting the markets, customers or industries that Webshots or any of its subsidiaries Velogic may address in operating their respective businessesits business; or restricting the prices which Velogic may charge for its products or technology or services), or includes any grants by Webshots Velogic of exclusive rights or licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (a) result in a violation or breach of any of the provisions of any Webshots Velogic Material Agreement, or (b) to Velogic's knowledge, give any third party (i) the right to declare a default or exercise any remedy under any Webshots Velogic Material Agreement, (ii) the right to a rebate, chargeback, penalty or change in delivery schedule or term under any Webshots Velogic Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of Webshots or any of its subsidiaries Velogic under any Webshots Velogic Material Agreement, or (iv) the right to cancel, terminate or modify any Webshots Velogic Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have individually or in the aggregate a Material Adverse Effect on WebshotsVelogic. Neither Webshots nor any subsidiary of Webshots Velogic has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Webshots Velogic Material Agreement.