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

No Default; No Consent Required; No Restrictions. Neither iFone nor any of its subsidiaries is in material breach, violation or default under any iFone Material Agreement. Except as set forth in Schedule 3.17 to the iFone Disclosure Letter, no consent or approval of any third party is required to ensure that, following the Closing, any iFone Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange or by any other transaction contemplated by this Agreement or any iFone Shareholder Ancillary Agreement. Neither iFone nor any of its subsidiaries is a party to, and no asset or property of iFone 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 iFone or any of its affiliates 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 iFone 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 iFone or any of its subsidiaries may address in operating their respective businesses), or includes any grants by iFone of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (a) result in a breach, violation or default of any of the provisions of any iFone Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any iFone Material Agreement, (ii) the right to a rebate, chargeback, penalty or other material change in terms under any iFone Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of iFone or any of its subsidiaries under any iFone Material Agreement, or (iv) the right to cancel, terminate or modify any iFone Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had, and could not reasonably be expected to result in a Material Adverse Change to iFone. Neither iFone nor any subsidiary of iFone has received any notice or other communication regarding any actual or possible material breach or violation of, or default under, any iFone Material Agreement.

No Default; No Consent Required; No Restrictions. Neither iFone nor any None of its subsidiaries is the Company Entities are in material breach, violation or default under any iFone Material Agreement. Except as set forth in Schedule 3.17 3.13 to the iFone Company Disclosure Letter, no consent or approval of any third party is required to ensure that, following the Closing, any iFone Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange Merger or by any other transaction contemplated by this Agreement or any iFone Shareholder Ancillary Agreement. Neither iFone nor any None of its subsidiaries the Company Entities is a party to, and no asset or property of iFone or any of its subsidiaries the Company Entities is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits iFone any of the Company Entities or any of its their affiliates 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 iFone or any of its subsidiaries the Company Entities may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that iFone or any of its subsidiaries the Company Entities may address in operating their respective businesses), or includes any grants by iFone any of the Company Entities of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (a) result in a breach, violation or default of any of the provisions of any iFone Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any iFone Material Agreement, (ii) the right to a rebate, chargeback, penalty or other material change in terms under any iFone Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of iFone or any of its subsidiaries the Company Entities under any iFone Material Agreement, or (iv) the right to cancel, terminate or modify any iFone Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had, and could not reasonably be expected to result in a Material Adverse Change to iFonethe Company Entities individually or collectively. Neither iFone nor any subsidiary None of iFone the Company Entities has received any notice or other communication regarding any actual or possible material breach or violation of, or default under, any iFone Material Agreement.

No Default; No Consent Required; No Restrictions. Neither iFone the Company nor any of its subsidiaries is in material breach, violation breach or default under any iFone Company Material AgreementAgreement (except for breaches and defaults that in the aggregate have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company). Except as set forth in Schedule 3.17 Neither the Company nor any of its subsidiaries is a party to any contract, agreement or arrangement which has had, or, to the iFone Disclosure Letterknowledge of the Company, no could reasonably be expected to have, a Material Adverse Effect on the Company. Neither the Company nor any of its subsidiaries has any material liability for renegotiation of government contracts or subcontracts, if any. No consent or approval of any third party is required to ensure that, following the ClosingEffective Time, any iFone Company Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange Merger or by any other transaction contemplated called for by this Agreement, the Agreement of Merger or any iFone Shareholder Company Ancillary Agreement. Neither iFone the Company's entering into this Agreement nor the consummation of the Merger will give rise to, or trigger the application of, any material rights of any party to any Company Material Agreement. Neither the Company nor any of its subsidiaries is a party to, and no asset or property of iFone the Company 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 iFone (or purports to restrict or prohibit) the Company or any of its affiliates 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 iFone the Company 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 iFone the Company or any of its subsidiaries may address in operating their respective businesses), or includes any grants by iFone of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could would reasonably be expected to, (a) result in a breach, violation or default breach by the Company or any of its subsidiaries or, to the Company's knowledge, any other party, of any of the provisions of any iFone Company Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any iFone Company Material Agreement, (ii) the right to a rebate, chargeback, penalty or other material change in terms delivery schedule under any iFone Company Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of iFone the Company or any of its subsidiaries under any iFone Company Material Agreement, or (iv) the right to cancel, terminate or modify any iFone Company Material Agreement, except in each such case for such violations, breaches, defaults, acceleration rights, termination rights and other rights that in the aggregate have not had, and could not reasonably be expected to result in have, a Material Adverse Change Effect on the Company. Since June 30, 1998 and prior to iFone. Neither iFone the date of this Agreement, neither the Company nor any subsidiary of iFone the Company has received any written communication or notice or or, to the Company's knowledge, any other communication communication, regarding any actual or possible material violation or material breach or violation of, or default under, any iFone Company Material Agreement.

No Default; No Consent Required; No Restrictions. Neither iFone Sorrent nor any of its subsidiaries subsidiary is in material breach, violation or default under any iFone agreement material to Sorrent (a “Sorrent Material Agreement”). Except as set forth in Schedule 3.17 to the iFone Disclosure Letter, no No consent or approval of any third party party, other than Silicon Valley Bank, is required to ensure that, following the Closing, any iFone Sorrent Material Agreement will continue to be in full force and effect without any breach or violation thereof caused by virtue of the Exchange or by any other transaction contemplated by this Agreement or any iFone Shareholder Sorrent Ancillary Agreement. Neither iFone Sorrent nor any of its subsidiaries subsidiary is a party to, and no asset or property of iFone Sorrent or any of its subsidiaries subsidiary is bound or affected by, any judgment, injunction, order, decree, contract, covenant or agreement (noncompete or otherwise) that restricts or prohibits iFone Sorrent or any of its affiliates subsidiary 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 iFone Sorrent or any of its subsidiaries subsidiary may sell, license, market, distribute or support any products or technology or provide services, or restricting the markets, customers or industries that iFone Sorrent or any of its subsidiaries subsidiary may address in operating their respective businesses), or includes any grants by iFone Sorrent of exclusive licenses. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (a) result in a breach, violation or default of any of the provisions of any iFone Sorrent Material Agreement, (b) give any third party (i) the right to declare a default or exercise any remedy under any iFone Sorrent Material Agreement, (ii) the right to a rebate, chargeback, penalty or other material change in terms under any iFone Sorrent Material Agreement, (iii) the right to accelerate the maturity or performance of any obligation of iFone Sorrent or any of its subsidiaries subsidiary under any iFone Sorrent Material Agreement, or (iv) the right to cancel, terminate or modify any iFone Sorrent Material Agreement, except in each such case for such defaults, acceleration rights, termination rights and other rights that have not had, and could not reasonably be expected to result in have, a Material Adverse Change to iFoneof Sorrent. Neither iFone Sorrent nor any subsidiary of iFone Sorrent has received any notice or other communication regarding any actual or possible material breach or violation of, or default under, any iFone Sorrent Material Agreement.