Except as listed on [Section 4.3(a)] of the Company Disclosure Schedule, and assuming all Governmental Approvals as contemplated by [Section 5.3(b)] below have been obtained and are effective and all applicable waiting periods thereto have expired or been terminated and all filings and notifications described in [Section 5.3(b)] have been made, none of the execution, delivery or performance by the Company of this Agreement or the other Transaction Agreements to which the Company is a party, nor the consummation of the Transaction by the Company, # conflict with, violate or constitute a default (with or without notice or lapse of time, or both) under the Organizational Documents of the Company (after the effectiveness of the Amendment to Certificate of Incorporation in the form attached hereto as [Exhibit D] (the “Amendment to Certificate of Incorporation” )) or any Subsidiary of the Company, # require the consent, notice or other action by or to any Person under, conflict with, violate or constitute a default (with or without notice or lapse of time, or both) under or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit to which the Company or any Subsidiary of the Company is a party or by which any of their respective properties or assets are bound, # result in the creation or imposition of any Lien on the Company Stock or any Lien other than Permitted Liens on any material properties or material assets of the Company or any Subsidiary of the Company (other than Liens imposed by or on Purchaser or this Agreement), or # conflict with, violate or constitute a default (with or without notice or lapse of time, or both) under any material Law applicable to the Company or any Subsidiary of the Company.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

No Conflicts; Consents. The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: # result in a violation or breach of any provision of the certificate of incorporation or by-laws of Purchaser; # result in a violation or breach of any provision of any Law or Governmental Order applicable to Purchaser; or # require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Purchaser is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Purchaser in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a material adverse effect on Purchaser's ability to consummate the transactions contemplated hereby and thereby.

Third Party Consents. Copies of all third-party consents that are required by any contract.

Third-Party Consents. To the extent required under the terms of any existing contracts, all third-party approvals and consents shall have been obtained to the sale of the Shares and the sale of a controlling interest in BITCENTRO to GMPW.

Third Party Consents. Each Party shall, and shall cause its Subsidiaries and Affiliates to # use reasonable best efforts to assemble, prepare, and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consent required to be obtained in connection with the Merger, # use reasonable best efforts to obtain all consents and approvals of third parties that such Party or its Subsidiaries or Affiliates is required to obtain in order to consummate the Merger, and # take such other action as may reasonably be necessary or as the other Party may reasonably request to satisfy the conditions set forth in Article VI or otherwise to comply with this Agreement and to consummate the Merger as soon as practicable.

Third Party Consents. All notices, reports, and other filings required to be made prior to Closing by the Sellers or the Company with, and all licenses, permits, consents, approvals, authorizations, qualifications or orders required to be obtained prior to Closing by the Sellers or the Company from, any Government Entity or from any other person or entity in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained.

Infringement by Third Parties. Assignee shall have the sole right to bring and control any action or proceeding with respect to infringement of any Patent Rights, at its own expense and by counsel of its own choice. Each party shall promptly notify the other party in writing of any allegation by a Third Party that the activity of either of the parties pursuant to this Agreement infringes or may infringe the intellectual property rights of such Third Party.

Conflicts. The execution, delivery and performance of this Agreement by Provider does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, and does not violate any law or regulation of any court, governmental body or administrative or other agency having authority over Provider. Provider is not currently a party to, and during the term of this Agreement will not enter into, any agreements, oral or written, that are inconsistent with its obligations under this Agreement or any SOW.

Conflicts. In the event of any conflict between the provisions of this Agreement, on the one hand, and the provisions of any of the Pari Passu Note Documents, on the other hand, the provisions of this Agreement shall govern and control.