Common use of Agreement Does Not Violate Other Instruments Clause in Contracts

Agreement Does Not Violate Other Instruments. Neither the execution and delivery by Xpedite or Purchaser of this Agreement nor the consummation by Xpedite or Purchaser of the transactions contemplated hereby and thereby will: (a) conflict with or result in a breach of any provision of the respective articles or certificate of incorporation or organization or By-laws (or equivalent documents) of Xpedite or Purchaser; (b) with or without giving of notice or the passage of time, or both, violate, or conflict with, or constitute a default in any material respect under, or result in the termination or in a right of termination of, violate or be in conflict in any material respect with, result in a material breach of any term or provision of, or constitute a material default under, or accelerate or permit the acceleration of the performance required by, or give any Person a basis for increased rights or termination or nonperformance under, or require any consent, authorization or approval under, any term or provision of any Encumbrance, lease, license, decree, order or any other agreement or instrument to which Xpedite or Purchaser is a party or by which it is bound; (c) violate in any material respect any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any Judgment in each case applicable to Xpedite or Purchaser; or (d) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or on behalf of Xpedite or Purchaser pursuant to any Applicable Law.

Agreement Does Not Violate Other Instruments. Neither the The execution and delivery by Xpedite or Purchaser of this Agreement nor and the other agreements contemplated hereby by Citadel and the Shareholders, the performance by Citadel and the Shareholders of their respective obligations hereunder and thereunder and the consummation by Xpedite or Purchaser Citadel and the Shareholders of the transactions contemplated hereby and thereby will: will not (a) conflict with or result in a breach of contravene any provision of the respective articles Articles of Incorporation or certificate Bylaws of incorporation or organization or By-laws (or equivalent documents) of Xpedite or Purchaser; Citadel; (b) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment, ruling or without giving order of notice any Governmental Body or the passage of timeany arbitration award which is either applicable to, binding upon, or both, violate, or enforceable against Citadel; (c) conflict with, result in any breach of, or constitute a default in any material respect (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any Material Contract which is applicable to, binding upon or enforceable against Citadel or the Shareholders; (d) result in or require the termination creation or in imposition of any Lien upon or with respect to any of the property or assets of Citadel; (e) give to any individual or entity a right of termination ofor claim against Citadel, violate or be in conflict in any material respect with, result in which would have a material breach of any term adverse effect on the Purchasers; or provision (f) require the consent, approval, authorization or permit of, or constitute a material default under, filing with or accelerate or permit the acceleration of the performance required by, or give any Person a basis for increased rights or termination or nonperformance under, or require any consent, authorization or approval undernotification to, any term Governmental Body, any court or provision of any Encumbrancetribunal, lease, license, decree, order or any other agreement or instrument to which Xpedite or Purchaser is a party or by which it is bound; Person, except (ci) violate in any material respect any provision of, or require any consent, authorization or approval under, any Applicable Laws of any Governmental Authority, or any Judgment in each case applicable to Xpedite or Purchaser; or (d) require any consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority, to be made or obtained by or on behalf of Xpedite or Purchaser pursuant to any Applicable Lawthe 1933 Act and the 1934 Act and applicable inclusion requirements of the Nasdaq Stock Market, Inc. National Market; or (ii) filings required under the securities or blue sky laws of the various states.