Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the consummation of the Exchange and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Certificate of Incorporation or Bylaws of WRT, (ii) any WRT Material Contract (as defined in Section 3.1.10), (iii) any judgment, decree or order of any court or governmental authority or agency to which WRT or by which WRT or any of its respective properties is bound, or (iv) any statute, law, regulation or rule applicable to WRT, including the Delaware General Corporation Law ("Delaware Law"), other than such violations, conflicts, breaches or defaults which would not have a WRT Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to WRT is required in connection with the execution, delivery or performance of this Agreement by WRT or the consummation of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the consummation of the Exchange Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Certificate of Incorporation or Bylaws of WRTOpticon, (ii) any WRT "Material Contract Contract" (as defined in Section 3.1.103.13), (iii) any judgment, decree or order of any court or governmental authority or agency to which WRT Opticon is a party or by which WRT Opticon or any of its respective properties is bound, or (iv) any statute, law, regulation or rule applicable to WRT, including the Delaware General Corporation Law ("Delaware Law"), other than such violations, conflicts, breaches or defaults which would not have a WRT Material Adverse EffectOpticon. Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Iowa, compliance with the applicable requirements of the Securities Act of 1933Iowa Business Corporation Act, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities and banking laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority authority, with respect to WRT Opticon, is required in connection with the execution, delivery or performance of this Agreement by WRT Opticon or the consummation of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. The Subject only to the approval of the adoption of this Agreement and the Merger by RSI's shareholders and except as set forth on SCHEDULE 3.5, the execution, delivery and performance of this Agreement and the consummation of the Exchange Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Certificate Articles of Incorporation or Bylaws of WRTRSI, (ii) any WRT "Material Contract Contract" (as defined in Section 3.1.10herein), (iii) any judgment, decree or order of any court or governmental authority or agency to which WRT RSI is a party or by which WRT RSI or any of its respective properties is bound, or (iv) any statute, law, regulation or rule applicable to WRT, including the Delaware General Corporation Law ("Delaware Law"), RSI other than such violations, conflicts, breaches or defaults which would not have a WRT an RSI Material Adverse Effect. Except for the filing of the Articles of Merger with the Arizona Corporation Commission and publication thereof as required by the BCA, and compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities lawslaws and the rules and regulations of the Nasdaq Stock Market, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to WRT RSI is required in connection with the execution, delivery or performance of this Agreement by WRT RSI or the consummation of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and each of the Transaction Documents to which Purchaser is a party, the consummation of the Exchange transactions contemplated hereby and thereby, and the fulfillment of and compliance with the terms and conditions of this Agreement herein and therein by Purchaser do not and or will notnot (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ia) any term or provision of the Certificate charter or bylaws of Incorporation or Bylaws of WRTPurchaser, (iib) any WRT Material Contract (as defined in Section 3.1.10)material contract to which Purchaser is a party, (iiic) any judgment, decree or order of any court or governmental authority or agency Governmental Entity to which WRT Purchaser is a party or by which WRT Purchaser or any of its respective properties is bound, bound or (ivd) assuming compliance with the requirements under the HSR Act, any statute, law, rule or regulation or rule applicable to WRTPurchaser, including except in the Delaware General Corporation Law case of the foregoing clauses ("Delaware Law"b), other than such (c) and (d) for violations, conflicts, breaches or defaults which would that could not reasonably be expected to have a WRT Purchaser Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, no No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body agency or authority is required with respect to WRT is required Purchaser in connection with the execution, delivery or performance of this Agreement by WRT or the Transaction Documents or the consummation of the transactions contemplated herebyhereby or thereby except as required by the HSR Act.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the consummation of the Exchange Merger and the other transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the Certificate of Incorporation or Bylaws of WRTVCS, (ii) any WRT "VCS Material Contract Contract" (as defined in Section 3.1.10herein), (iii) any judgment, decree or order of any court or governmental authority or agency to which WRT VCS is a party or by which WRT VCS or any of its respective properties is bound, or (iv) any statute, law, regulation or rule applicable to WRT, including the Delaware General Corporation Law ("Delaware Law"), other than such violations, conflicts, breaches or defaults which would not have a WRT Material Adverse EffectVCS. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to WRT VCS or is required in connection with the execution, delivery or performance of this Agreement by WRT VCS or the consummation of the transactions contemplated herebyhereby and the ownership and operation of PureSpeech by VCS after the Effective Date in substantially the same manner as now owned and operated.