Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule are required with respect to iGambit’s, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder and Merger Sub do not and will not, with or without notice or lapse of time, (a) conflict with or violate the iGambit Certificate of Incorporation or iGambit’s bylaws, or the certificate of incorporation or bylaws of Merger Sub; (b) conflict with or violate any Legal Requirement applicable to iGambit or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Assets or any other property or asset of iGambit or any of its Subsidiaries or the Signing Stockholder is bound or affected; (c) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Assets or the assets of iGambit or any of iGambit’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

No Conflicts; Required Consents. No Consents other than those set forth Except as described in Section 6.4 4.5 of the iGambit Business Disclosure Schedule are required with respect to iGambit’sSchedule, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the or any other Transaction Documents Agreement by iGambit, the Signing Stockholder Seller and Merger Sub each Member do not and will not, not (with or without notice or lapse of time,): (a) conflict with with, violate or violate result in any breach of (i) any of the iGambit provisions of the Certificate of Incorporation or iGambit’s bylaws, Formation or the certificate Operating Agreement of incorporation Seller, Eagle Eye, Frost or bylaws Jaws; (ii) any Resolutions; (iii) any of Merger Subthe terms or requirements of any Governmental Approval held by Seller, Eagle Eye, Frost, Jaws or any Seller Affiliate or that relates to the Business or any of the Purchased Assets or Assumed Liabilities; or (iv) any provision of any Business Contract; (b) conflict with give any Governmental Authority or violate other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement applicable or any Order to iGambit which Seller, Eagle Eye, Frost, Jaws, any Seller Affiliate, or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Purchased Assets or Assumed Liabilities, is subject; (iii) declare a default of, exercise any other property remedy under, accelerate the performance of, cancel, terminate, modify or asset of iGambit receive any payment under any Business Contract; or (iv) revoke, suspend or modify any of its Subsidiaries or the Signing Stockholder is bound or affectedGovernmental Approval; (c) assuming cause Seller or Purchaser to become subject to, or to become liable for the Consents listed in Section 6.4 payment of, any Tax, or cause any of the iGambit Disclosure Schedule are obtained, result in Purchased Assets to be reassessed or revalued by any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Assets or the assets of iGambit or any of iGambit’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Tax Authority or other instrument Governmental Authority arising from the Business on or obligationbefore the Closing Date; (d) violate result in the imposition or conflict with any other restriction creation of any kind Encumbrance (except in the ordinary course of business for goods or character equipment sold) upon or with respect to which iGambit or any of its Subsidiaries or the Signing Stockholder is subjectPurchased Assets; or (e) other than the HSR Act filing or the filing of the “Notification of Sale, Transfer, or Assignment in Bulk” with the Department of Treasury of the State of New Jersey, require iGambit Seller, Eagle Eye, Frost, Jaws or any of its Subsidiaries or the Signing Stockholder Seller Affiliate to obtain any Consent of, or make or deliver any filing or notice to, to a Governmental Authority.

No Conflicts; Required Consents. (a) No Consents other than those set forth in Section 6.4 4.3 of the iGambit Seller Disclosure Schedule are required with respect to iGambit’s, the Signing Stockholder’s or Merger SubSeller’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the MergerTransaction including the assignment of all Material Contracts. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder and Merger Sub Seller do not and will not, with or without notice or lapse of time, : (ai) conflict with or violate the iGambit Seller’s Certificate of Incorporation or iGambit’s bylaws, bylaws or the certificate of incorporation or bylaws of Merger Sub; equivalent organizational documents; (bii) conflict with or violate any Legal Requirement applicable to iGambit or any of its Subsidiaries or the Signing Stockholder Seller or by which the iGambit Assets or any other property or asset of iGambit or any of its Subsidiaries or the Signing Stockholder Seller is bound or affected; ; (ciii) assuming the Consents listed in Section 6.4 4.3 of the iGambit Seller Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Assets any property or the assets asset of iGambit or any of iGambit’s Subsidiaries Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; obligation including without limitation, the Prior Agreements; (div) violate or conflict with any other material restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder Seller is subject; or (ev) require iGambit or any of its Subsidiaries or the Signing Stockholder Seller to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority; or (vi) result in any stockholder of the Seller having the right to exercise any dissenters’ appraisal rights. (b) Without limiting the foregoing, (i) Seller does not have any ongoing obligations or commitments to Matrigen or Selective Genetics except as specifically described in Schedule 4.3(b) and (ii) the execution, delivery and performance of this Agreement and the other Transaction Documents by Seller do not and will not, with or without notice or lapse of time, violate or otherwise conflict with any rights that Matrigen or Selective Genetics may hold under any contract or arrangement (whether written or oral) or affect Seller’s right, title and interest in and to any of the Purchased Assets.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule consents are required with respect to iGambit’s, the Signing Stockholder’s or Merger Sub’s Astellas’ execution and delivery of this Agreement, the other Transaction DocumentsAgreements, and the consummation of any of the MergerTransactions. The execution, delivery and performance of this Agreement and the other Transaction Documents Agreements by iGambit, the Signing Stockholder and Merger Sub Astellas do not and will not, with or without notice or lapse of time,: (ai) conflict with with, violate or violate the iGambit Certificate of Incorporation or iGambit’s bylawsresult in any breach of: (A) Astellas’ Charter Documents, or the certificate of incorporation or bylaws of Merger Sub; (bB) conflict with or violate any Legal Requirement applicable to iGambit Astellas or by which its business, assets, or properties are bound or affected except those which would not have a Material Adverse Effect with respect to Astellas, (ii) give any Governmental Authority or other Person the right to (A) exercise any remedy or obtain any relief under any Legal Requirement or any order, judgment, injunction, decree, or award of any arbitrator to which Astellas is subject; (B) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any indenture or loan or credit agreement or any other agreement, to which Astellas is a party or by which Astellas or any of its Subsidiaries the assets or properties constituting the Signing Stockholder Business may be bound or by which the iGambit Assets affected or (C) revoke, suspend or modify any other property or asset of iGambit or Governmental Approval, except, with respect to any of its Subsidiaries or the Signing Stockholder is bound or affected;clauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Astellas, (ciii) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtained, result in any breach of or constitute a default undercause Astellas to become subject to, or give to others any right of termination, amendment, acceleration or cancellation become liable for the payment of, or result in the creation of any Encumbrance on the iGambit Assets or the assets of iGambit or any of iGambit’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder is subject; material Tax or (eiv) require iGambit or any of its Subsidiaries or the Signing Stockholder Astellas to obtain any Consent consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly contemplated by the Transaction Agreements.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule are required with respect to iGambit’s, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and each of the other Transaction Documents by iGambit, the Signing Stockholder Parent Ancillary Agreements and Merger Sub Ancillary Agreements, as applicable, and the consummation by Parent and each Member Sub of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the Charter Documents of Parent or either Merger Sub, (ii) subject to compliance with Section 3.3(b), conflict with or violate any Laws or any judgment, decree or order to which Parent or either Merger Sub is subject or (iii) result (or would result, with or without notice or lapse of time, (a) conflict with or violate the iGambit Certificate of Incorporation or iGambit’s bylaws, or the certificate both) in (A) any breach of incorporation or bylaws default under, (B) any Person’s right to consent, notice, or right of Merger Sub; termination, acceleration, cancellation, modification or amendment of, or right to any increased, additional, accelerated or guaranteed payment or performance under, or (bC) conflict with any Encumbrance (other than a Permitted Encumbrance) on any properties or violate any Legal Requirement applicable to iGambit assets of Parent or any of its Subsidiaries pursuant to, or (D) any Parent Material Contract, except, in the Signing Stockholder or by which the iGambit Assets or any other property or asset case of iGambit or any of clauses (ii) and (iii), as would not reasonably be expected to be material to Parent and its Subsidiaries or the Signing Stockholder is bound or affected;Subsidiaries, taken as a whole. (cb) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtainedNo consent, result in any breach of approval, order or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation authorization of, or result in the creation of any Encumbrance on the iGambit Assets registration, declaration or the assets of iGambit or any of iGambit’s Subsidiaries pursuant tofiling with, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, any Governmental Authority is necessary or required to be made or obtained by Parent or either Merger Sub to enable Parent or either Merger Sub to lawfully execute, deliver and perform this Agreement, each of the Parent Ancillary Agreements (as to Parent) and the Merger Sub Ancillary Agreements to be entered into by the applicable Merger Sub (as to the Merger Subs) or to consummate the transactions contemplated hereby or thereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Parent or either Merger Sub would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a Governmental Authoritywhole, (ii) the filing of the First Certificate of Merger or the Second Certificate of Merger with the Secretary of State of the State of Delaware, (iii) any filings required under applicable securities Laws or state “blue sky” Laws, and (iv) any filings required to comply with the rules and regulations of the New York Stock Exchange.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule are required with respect to iGambit’s, the Signing Stockholder’s or Merger Sub’s (a) The execution and delivery by the Seller of this Agreement, Agreement and each Ancillary Agreement to which the other Transaction DocumentsSeller is a party do not, and the consummation by the Seller of the Merger. The Contemplated Transactions will not, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default or an event that, with notice or lapse of time or both, would become a default under, give to others any rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Lien upon the Shares or any assets or properties owned by the Seller under, (i) any provision of any organizational document of the Seller (including its certificate of incorporation and by-laws), (ii) any Applicable Law binding upon or applicable to the Seller or any of the Seller’s assets or properties, or (iii) assuming that all consents, approvals, filings, notifications and other actions referred to in Sections 3.3(b) and 4.3(b) of the Disclosure Schedule are obtained, given or taken, any Contract or License to which the Seller is a party or by which the Seller or any of the Seller’s assets or properties is bound, other than, in the case of clause (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Seller’s ability to perform the Seller’s obligations hereunder or to timely consummate the Contemplated Transactions. (b) Except as set forth in Sections 3.3(b) and 4.3(b) of the Disclosure Schedule, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other third party is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder and Merger Sub do not and will not, with or without notice or lapse of time, (a) conflict with or violate the iGambit Certificate of Incorporation or iGambit’s bylaws, or the certificate of incorporation or bylaws of Merger Sub; (b) conflict with or violate any Legal Requirement applicable to iGambit or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Assets or any other property or asset of iGambit or any of its Subsidiaries or the Signing Stockholder is bound or affected; (c) assuming the Consents listed in Section 6.4 consummation of the iGambit Disclosure Schedule are obtainedContemplated Transactions, result in other than any breach items the failure of or constitute a default underwhich to obtain, make or give would not reasonably be expected to others any right of terminationhave, amendment, acceleration individually or cancellation of, or result in the creation of any Encumbrance aggregate, a material adverse effect on the iGambit Assets Seller’s ability to perform the Seller’s obligations hereunder or to timely consummate the assets of iGambit or any of iGambit’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which iGambit or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, a Governmental AuthorityContemplated Transactions.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule consents are required with respect to iGambit’s, the Signing Stockholder’s or Merger SubMaxygen’s execution and delivery of this Agreement, the other Transaction Documents, Agreement and the consummation of the MergerUnit Purchase. No further action by any of Maxygen, its officers, directors or stockholders is required with respect to the execution of this Agreement and the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder and Merger Sub Maxygen do not and will not, not either with or without notice or lapse of time,: (a) conflict with with, violate or violate the iGambit Certificate of Incorporation or iGambitresult in any breach of: (A) Maxygen’s bylaws, or the certificate of incorporation or bylaws of Merger Subor equivalent organizational documents; (B) Perseid’s Certificate or LLC Agreement; (C) any Legal Requirement with respect to Perseid applicable to Perseid or by which its assets or properties are bound or affected, except those which would not have a Material Adverse Effect with respect to Perseid; (b) conflict with give any Governmental Authority or violate other Person the right to (A) exercise any remedy or obtain any relief under any Legal Requirement applicable to iGambit or any order, judgment, injunction, decree, or award of its Subsidiaries any arbitrator to which Perseid is subject, (B) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or the Signing Stockholder receive any payment under any indenture or loan or credit agreement or any other agreement to which Perseid is a party or by which the iGambit Assets Perseid may be bound or affected or (C) revoke, suspend or modify any other property or asset of iGambit or Governmental Approval, except, with respect to any of its Subsidiaries or the Signing Stockholder is bound or affectedclauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Perseid; (c) assuming cause Perseid to become subject to, or to become liable for the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtainedpayment of, any material Tax; (d) result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Assets Facility or the assets of iGambit or any of iGambit’s Subsidiaries Perseid Assets other than Permitted Encumbrances pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict obligation except as would not be reasonably likely to result in a Material Adverse Effect with any other restriction of any kind or character respect to which iGambit or any of its Subsidiaries or the Signing Stockholder is subjectPerseid; or (e) require iGambit Maxygen or any of its Subsidiaries or the Signing Stockholder Perseid to obtain any Consent consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly contemplated by the Transaction Agreements.

No Conflicts; Required Consents. No Consents other than those (a) Except as set forth in Section 6.4 5.3(a) of the iGambit Company Disclosure Schedule Letter and assuming that (A) requisite Bankruptcy Court approvals are obtained, (B) the notices, authorizations, approvals, Orders, permits or consents set forth in Section 5.3(b) of the Company Disclosure Letter are made, given or obtained (as applicable), (C) the requirements of the HSR Act and any Other Antitrust Regulations are complied with, and (D) any filings required with respect to iGambit’sby any applicable federal or state securities or “blue sky” Laws are made, the Signing Stockholder’s or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance by Sellers of this Agreement and the consummation by Sellers of the Transactions, do not: (i) violate the Organizational Documents of the Company, any of the other Transaction Documents by iGambitSellers or any of the Acquired Entities other than, with respect to the Signing Stockholder other Sellers and Merger Sub the Acquired Entities, such violations that do not and will notprevent Sellers’ or the Acquired Entities’ ability to consummate the Transactions prior to the Termination Date; (ii) violate any Law applicable to Sellers or the Acquired Entities or by which any Purchased Asset or any property or asset of the Acquired Entities is bound; or (iii) result in any breach of, constitute a default (or an event that, with or without notice or lapse of time, (atime or both, would become a default) conflict with under, create in any party thereto the right to terminate or violate the iGambit Certificate of Incorporation or iGambit’s bylawscancel, or the certificate of incorporation or bylaws of Merger Sub; (b) conflict with or violate require any Legal Requirement applicable to iGambit or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Assets or any other property or asset of iGambit or any of its Subsidiaries or the Signing Stockholder is bound or affected; (c) assuming the Consents listed in Section 6.4 of the iGambit Disclosure Schedule are obtained, result in any breach of or constitute a default consent under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any Encumbrance Lien (other than a Permitted Exception) on the iGambit Assets or the assets of iGambit any Purchased Asset or any of iGambit’s Subsidiaries pursuant tothe Acquired Entities under, any noteMaterial Contract; except, bondin the case of clauses (ii) and (iii), mortgagefor any such violations, indenturebreaches, contractdefaults or other occurrences that would not be, agreementindividually or in the aggregate, leasematerial to the Business, licensetaken as a whole. (b) Except as set forth in Section 5.3(b) of the Company Disclosure Letter, no Seller nor any Acquired Entity is required to file, seek or obtain any notice, authorization, approval, Order, permit, franchise or other instrument consent of or obligation; (d) violate or conflict with any other restriction Governmental Body in connection with the execution, delivery and performance by Sellers of any kind or character to which iGambit or any of its Subsidiaries this Agreement or the Signing Stockholder is subject; or consummation by Sellers of the Transactions, except (ei) require iGambit or requisite Bankruptcy Court approvals, (ii) any of its Subsidiaries or filings required to be made under the Signing Stockholder to obtain HSR Act and any Consent ofapplicable Other Antitrust Regulations, or make (iii) such filings as may be required by any applicable federal or deliver any filing state securities or notice to, a Governmental Authority“blue sky” Laws.

No Conflicts; Required Consents. No (a) Other than the filings required in connection with the HSR Act, the Parent Stockholder Approval and those Consents other than those set forth in Section 6.4 of 6.4of the iGambit Parent Disclosure Schedule Schedule, no material Consents are required with respect to iGambit’s, the Signing StockholderParent’s or Merger Sub’s execution and delivery of this Agreement, Agreement or the other Transaction Documents, Documents and the consummation of the transactions contemplated herein and therein, including the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by iGambit, the Signing Stockholder ▇▇▇▇▇▇ and Merger Sub do not and will not, with or without notice or lapse of time,: (ai) conflict with with, contravene or violate the iGambit Certificate Organizational Documents of Incorporation Parent or iGambit’s bylaws, or the certificate of incorporation or bylaws of Merger Subany Parent Subsidiary; (bii) conflict with with, contravene, result of any breach of or violate any Legal Requirement Law applicable to iGambit Parent or any of its Subsidiaries or the Signing Stockholder or by which the iGambit Parent Assets or any other property or asset Asset of iGambit Parent or any of its Subsidiaries or the Signing Stockholder is bound or affected; (ciii) assuming the Consents listed in Section 6.4 of the iGambit Parent Disclosure Schedule are obtained, conflict with, contravene, result in any breach or violation of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Parent Assets or the assets Assets of iGambit Parent or any of iGambitParent’s Subsidiaries pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligation;Governmental Approval; or (div) violate or conflict with any other restriction of any kind or character to which iGambit require Parent or any of its Subsidiaries or the Signing Stockholder is subject; or (e) require iGambit or any of its Subsidiaries or the Signing Stockholder to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority. (b) The Parent Stockholder Approval is the only vote or approval required of the holders of any class or series of Parent capital stock that shall be necessary to adopt this Agreement and to consummate the transactions contemplated hereby, including the Merger.

No Conflicts; Required Consents. No Consents other than those set forth in Section 6.4 of the iGambit Disclosure Schedule consents are required with respect to iGambit’s, the Signing Stockholder’s or Merger SubMaxygen’s execution and delivery of this Agreement, the other Transaction DocumentsAgreements, and the consummation of the MergerTransactions. The execution, delivery and performance of this Agreement and the other Transaction Documents Agreements by iGambit, the Signing Stockholder and Merger Sub Maxygen do not and will not, not either with or without notice or lapse of time,: (ai) conflict with with, violate or violate the iGambit Certificate of Incorporation or iGambitresult in any breach of: (A) Maxygen’s bylaws, or the certificate of incorporation or bylaws of Merger Subor equivalent organizational documents; or (B) any Legal Requirement with respect to Maxygen applicable to Maxygen or by which its Business, assets, or properties are bound or affected, except those which would not have a Material Adverse Effect; (bii) conflict with give any Governmental Authority or violate other Person the right to (A) exercise any remedy or obtain any relief under any Legal Requirement applicable or any order, judgment, injunction, decree, or award of any arbitrator to iGambit which Maxygen is subject, (B) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any indenture or loan or credit agreement or any other agreement, to which Maxygen is a party or by which Maxygen or any of its Subsidiaries the assets or properties constituting the Signing Stockholder Business may be bound or by which the iGambit Assets affected or (C) revoke, suspend or modify any other property or asset of iGambit or Governmental Approval, except, with respect to any of its Subsidiaries or the Signing Stockholder is bound or affectedclauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Maxygen; (ciii) cause Maxygen to become subject to, or to become liable for the payment of, any material Tax; (iv) assuming the Consents listed in Section 6.4 4.1(d) of the iGambit Maxygen JVA Disclosure Schedule are obtained, or notices and/or acknowledgements are sent, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the iGambit Assets Facility or the assets of iGambit or any of iGambit’s Subsidiaries Contributed Assets other than Permitted Encumbrances pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict obligation except as would not be reasonably likely to result in a Material Adverse Effect with any other restriction of any kind or character respect to which iGambit or any of its Subsidiaries or the Signing Stockholder is subjectMaxygen; or (ev) require iGambit or any of its Subsidiaries or the Signing Stockholder Maxygen to obtain any Consent consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly contemplated by the Transaction Agreements.