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 Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents, and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter organizational documents of Seller or any of the SellersTransferred Subsidiary, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Material Contract, (c) any judgment, decree or order of any court or Governmental Entity to which any of the Sellers is a party or by which any of the Sellers Seller or any of their respective properties are Transferred Subsidiary is bound in connection with the Business or (d) any Law or arbitration award applicable to Seller or any of the Sellers Transferred Subsidiary, except in connection with the Business; in each any case to the extent any failure of the foregoing matters described in under clauses (b), (c) and or (d) to above, where the loss, termination, breach, acceleration, modification or cancellation would not reasonably be true and correct would be reasonably likely expected to have a Material Adverse EffectEffect on the Transferred Subsidiaries. The transactions contemplated by this Agreement will not constitute a change of control or assignment requiring the consent from a third party pursuant to any Material Contract. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Seller or any of the Sellers its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (x) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder), as may be required by the HSR Act and in connection with this Agreement and the transfer transactions contemplated by this Agreement, (y) any filings required under the rules and regulations of Licensesthe Nasdaq Global Market, and (z) with respect to the actions described in clause (iii) of Section 5.1(c), filings by WFI UK, Ltd. with the Commissioner of the Inland Revenue in accordance with the provisions of ICTA 1988 s765A (the “WFI Turkey Share Transfer Tax Filing”), and except where the failure to obtain such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a Material Adverse Effect on the Transferred Subsidiaries.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of of, and compliance with with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate of incorporation or bylaws of the Purchaser; (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, cancel any Contract to which the Purchaser is a party (a) other than under any term or provision of debt-related documents for which the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument Purchaser shall obtain applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreementconsents and/or waivers), ; (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business Purchaser is bound; or (d) contravene or conflict with any Law or arbitration award regulation applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectPurchaser. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Purchaser in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution(a) Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the execution and delivery and performance by the Company of this Agreement and the Seller Company Ancillary DocumentsDocuments does not or will not, the consummation of the transactions contemplated hereby and thereby and the fulfillment performance of its obligations hereunder and thereunder will not, (i) conflict with or violate (A) the Certificate of Incorporation or the Bylaws or (B) the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary, (ii) assuming compliance with the terms HSR Act and conditions hereof assuming that all consents, approvals, authorizations and thereof do not other actions described in Section 4.5(b) of the Company Disclosure Schedule, if any, have been obtained and/or satisfied and all filings and notifications described in Section 4.5(b) of the Company Disclosure Schedule, if any, have been made and/or satisfied, conflict with or shall not (as the case may be)violate, 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 benefit under, permit the acceleration of any obligation under or create in any party material respect, any Law applicable to the right to terminate, modify Company or cancel, (a) any term or provision of the charter documents of any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any property or asset of the Sellers Company or any of their respective properties are bound in connection with the Business its Subsidiaries, is bound, or (diii) require any Law consent or arbitration award applicable result in any violation or breach of or constitute (with or without notice or lapse of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any of its Subsidiaries, in all cases, pursuant to, any of the Sellers in connection with the Business; terms, conditions or provisions of any Company Contract, except where such conflict, violation, breach, default, payment, Lien, encumbrance or other event would not, in each case to the extent any failure of the foregoing matters described in clauses (b)case, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization ofdirectly result, or registrationreasonably be expected to directly result, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licensesan actual monetary loss exceeding $300,000.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation completion of the transactions contemplated hereby and thereby Transaction and the fulfillment of and compliance with the terms and conditions hereof and thereof of this Agreement do not or shall not (as the case may be)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 or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents articles of any incorporation or bylaws of the SellersAcquiring Company, (b) except any "Material Contract" (as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers defined in connection with the Business (provided that no representation is given with respect to the Texaco AgreementSection 3.13), (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers Acquiring Company is a party or by which any of the Sellers Acquiring Company or any of their respective its properties are bound in connection with the Business is bound, or (d) any Law statute, law, regulation or arbitration award rule applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)Acquiring Company other than such violations, (c) and (d) to be true and correct conflicts, breaches or defaults which would be reasonably likely to not have a an Acquiring Company Material Adverse Effect. No Except for blue sky qualification, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers Acquiring Company is required in connection with the execution, delivery or performance of this Agreement by Acquiring Company or the Seller Ancillary Documents or the consummation completion of the transactions contemplated hereby hereby. For the purposes of this Agreement, the term "Acquiring Company Material Adverse Effect" means any event, contract, transaction or therebycircumstance that would result in a capital expenditure or expense to the Acquiring Company (either individually or together with other events, except as required by contracts, transactions or other circumstances) greater than $10,000 over any twelve month period, not including those events, contracts, transactions, or circumstances specifically contemplated in this Agreement or the HSR Act and in connection with the transfer of Licensesschedules hereto.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents, and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict in any material respect with, constitute a material breach of or default under, result in the loss of any material benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersSeller, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Transferred Agreement), (c) any material judgment, decree or order of any court or Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties Transferred Assets are bound in connection with the Business or (d) any Law or arbitration award applicable to the Transferred Assets, except in any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in under clauses (b), (c) and (d) to above, where the loss, termination, breach, acceleration, modification or cancellation would not reasonably be true and correct would be reasonably likely expected to have a Material Adverse EffectEffect on the Business. The transactions contemplated by this Agreement will not constitute a change of control or assignment requiring the consent from or the giving of notice to a third party pursuant to any Contract involving the Business to which Seller is a party. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Seller or any of the Sellers its Affiliates in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except (x) such reports under the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the “Exchange Act”), as may be required by the HSR Act and in connection with this Agreement and the transfer transactions contemplated by this Agreement, and (y) any filings required under the rules and regulations of Licensesthe Nasdaq Global Market (“NGM”), and except where the failure to obtain such consent, approval, order, authorization or registration or the failure to make such declaration or filing would not reasonably be expected to have a Material Adverse Effect on the Business.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby Transactions and the fulfillment of of, and compliance with with, the terms and conditions hereof and thereof do not or shall not (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 benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any Organizational Documents of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, contract agreement, permit, franchise, license, lease franchise license or other instrument applicable to any of which the Sellers in connection with the Business (provided that no representation Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any the Purchaser unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the Sellers in connection with Purchaser to consummate the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectTransactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Purchaser in connection with the execution, delivery or performance of this Agreement or the Seller Member Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or therebyTransactions, except as required by the HSR Act provided, however, no warranty is made with respect to any Xxxx-Xxxxx-Xxxxxx filing, each party having made its own independent analysis and in connection with the transfer of Licensesconcluded not filing is required.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary DocumentsAgreement, the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement and the fulfillment of and compliance with the terms and conditions hereof and thereof of this Agreement do not or shall not (as the case may be)and will not, with the passing passage 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 or create in any party the right to terminate, modify or cancelunder, (ai) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the SellersAmeriDyne, (bii) except any AmeriDyne Material Contract (as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreementhereinafter defined), (ciii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers AmeriDyne is a party or by which any of the Sellers AmeriDyne or any of their respective its properties are bound in connection with the Business is bound, or (div) any Law statute, law, regulation or arbitration award rule applicable to any AmeriDyne, so as to have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of AmeriDyne. Except for the filing and recordation of the Sellers in connection with the Business; in each case to the extent any failure Articles of the foregoing matters described in clauses (b)Merger, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers AmeriDyne is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by AmeriDyne or the consummation of the transactions contemplated hereby by this Agreement by AmeriDyne, the failure to obtain which would have a material adverse effect upon the assets, liabilities, results of operations, financial condition, business or thereby, except as required by the HSR Act and in connection with the transfer prospects of LicensesAmeriDyne.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller and Equity Holder Ancillary DocumentsDocuments by the Company and the Seller, the consummation by the Company and the Seller of the transactions contemplated hereby and thereby thereby, and the Company’s and the Seller’s fulfillment of of, and compliance with with, the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing passage of time or the giving of notice or both, (a) violate or conflict with, (b) constitute a breach of or default under, (c) result in the loss of any benefit under, (d) permit the acceleration of any obligation under or under, (e) create in any party the right to terminate, modify or cancel, (af) result in the creation of any Lien upon any of the Equity Interests or any assets of either Company under, or (g) require any authorization, consent, approval, waiver, exemption or other action by or notice or declaration to, or filing with, any Governmental Entity or other Person under (i) any term or provision of the charter documents of any Organizational Documents of the SellersCompany, (bii) except as indicated on Schedule 4.124.4, any Assumed Contract to which the Seller or the Company (or its assets, securities or businesses) is bound or affected, or (iii) any other contractLaw, agreement, permit, franchise, license, lease Permit or other instrument order or ruling of any court or Governmental Entity applicable to any of the Sellers in connection with Seller or the Business (provided that Company. Except as set forth on Schedule 4.4, no representation is given with respect to the Texaco Agreement)consent, (c) any judgmentwaiver, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consentPermit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity or other Person is required on the part of the Company or the Seller (or, as of the Closing Date with respect to any of the Sellers Seller Ancillary Documents, Newco) in connection with the execution, execution and delivery or performance by the Company and the Seller of this Agreement or the Seller Ancillary Documents Documents, the performance by the Company or the Seller of his, her or its obligations hereunder or thereunder, or the consummation by the Company or the Seller of the transactions contemplated hereby or thereby. The Company and the Seller has waived and hereby does waive (in such Seller’s individual capacity and as a shareholder, except as required by member, manager or officer of the HSR Act Company) any and in connection all rights of first refusal, preemptive rights or other rights or transfer restrictions under the Company’s Organizational Documents or any other Contract, instrument or document that are or could be deemed inconsistent with this Agreement or any of the transfer of Licensestransactions contemplated hereby.

Absence of Restrictions and Conflicts. The Except as set forth on Schedule 4.5, the execution, delivery and performance of this Agreement and the Seller Member Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter organizational documents of the Company or any of the SellersSubsidiary, (b) except as indicated with an asterisk on Schedule 4.124.14(a), any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease or other instrument License applicable to any of the Sellers Company or its Subsidiaries, which, individually or in connection with the Business (provided that no representation is given with respect aggregate, would not be material to the Texaco Agreement)Company and its Subsidiaries, taken as a whole, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company, any of the Sellers Subsidiary or any Member is a party or by which the Company, any of the Sellers Subsidiary or any Member or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to the Company, any of the Sellers in connection with the Business; in each case Subsidiary or any Member. Except for filings pursuant to the extent any failure of the foregoing matters described in clauses (b)HSR Act, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company, any of the Sellers Subsidiary or any Member in connection with the execution, delivery or performance of this Agreement or the Seller Member Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, ------------------------------------- delivery and performance of this Agreement and the Seller EPL Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the EPL Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof do the EPL Ancillary Documents does not or shall will not (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 benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the SellersEPL, as amended to date, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Contract, (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers EPL is a party or by which any of the Sellers EPL or any of their respective its properties are is bound in connection with the Business or (d) any Law statute, law, rule or arbitration award regulation applicable to any EPL or its business. Except for compliance with the applicable requirements of the Sellers in connection with Securities Act, the Business; in each case to Securities Exchange Act of 1934, as amended (the extent any failure of the foregoing matters described in clauses (b"Exchange Act"), (c) and (d) to be true applicable state securities and correct would be reasonably likely to have a Material Adverse Effect. No environmental laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers EPL is required in connection with the execution, delivery or performance of this Agreement or the Seller EPL Ancillary Documents by EPL or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The Except as set forth on Schedule 3.4, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall will not (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 or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents articles of any incorporation or bylaws of the SellersSeller, (b) except as indicated on Schedule 4.12, any Assumed Contract Liability or any other contract, agreement, permit, franchise, license, lease contract or other instrument applicable to any agreement of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Seller, (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers Seller is a party or by which any of the Sellers Seller or any of their respective its properties are is bound in connection with the Business or (d) to Seller's and each Principal's knowledge, any Law statute, law, rule or arbitration award regulation applicable to any Seller. Schedule 3.4 lists each Assumed Liability (including each assumed contract) which requires the consent of, or a notice to, a third party for the assignment of the Sellers in connection with the Business; in each case such Assumed Liability to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) Buyer pursuant to be true and correct would be reasonably likely to have a Material Adverse Effectthis Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers Seller or Principals is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller or Principals or the consummation of the transactions contemplated hereby by this Agreement or thereby, except as required the Seller Ancillary Documents by the HSR Act and in connection with the transfer of LicensesSeller or Principals.

Absence of Restrictions and Conflicts. The execution, execution and -------------------------------------- delivery and performance of this Agreement and the Seller Purchaser Ancillary DocumentsDocuments by the Purchaser and Newco (as applicable) do not, and the consummation and performance of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of Purchaser Ancillary Documents and compliance with the terms and conditions hereof of this Agreement and thereof do not or shall not the Purchaser Ancillary Documents by the Purchaser and Newco (as the case may be)applicable) 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 benefit under, permit the acceleration of any obligation under under, or create in any party the right to terminate, modify modify, or cancel, cancel (a) the Purchaser's or any term Purchaser Subsidiary's certificate of incorporation or provision of the charter documents of any of the Sellers, by-laws; (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), Purchaser Contracts; (c) any judgment, decree or order Order of any Court or Governmental Entity to which the Purchaser, any of the Sellers Purchaser Subsidiary or Newco is a party or by which the Purchaser, any Purchaser Subsidiary, Newco, or any of the Sellers properties of the Purchaser or any of their respective properties are bound in connection with the Business Purchaser Subsidiary is bound; or (d) any Law or arbitration award applicable to the Purchaser, any Purchaser Subsidiary or Newco; other than, in the case of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) ), any such violations, conflicts, breaches, defaults, losses, accelerations or rights to be true and correct terminate, modify or cancel that individually or in the aggregate would be reasonably likely to not have a Purchaser Material Adverse EffectEffect or would not materially impair the ability of the Purchaser or Newco to perform their respective obligations under this Agreement or the Purchaser Ancillary Documents, or prevent the consummation of any of the transactions contemplated by this Agreement or the Purchaser Ancillary Documents. No consent, approval, order Order or other authorization of, or registration, declaration declaration, or filing with, any Court or Governmental Entity is required with respect to the Purchaser, any of the Sellers Purchaser Subsidiary, or Newco in connection with the execution, delivery delivery, or performance by the Purchaser or Newco of this Agreement or the Seller Purchaser Ancillary Documents Documents, or the consummation of the transactions contemplated hereby by this Agreement or therebythe Purchaser Ancillary Documents, except as required by the HSR Act and in connection filing of (w) an Agreement of Merger with the transfer Delaware Secretary of LicensesState, (x) appropriate documents with the relevant authorities of other jurisdictions in which the Purchaser or the Purchaser Subsidiaries are qualified to do business, (y) the Ohio Permit and all appropriate documents with the SEC, and (z) such other Order or other authorization of, or registration, declaration, or filing the failure of which to be obtained or made would not have a Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, execution and -------------------------------------- delivery and performance of this Agreement and the Seller Company Ancillary DocumentsDocuments by the Company and the Sellers (as applicable) do not, and the consummation and performance of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of Company Ancillary Documents and compliance with the terms and conditions hereof of this Agreement and thereof do not or shall not the Company Ancillary Documents by the Company and the Sellers (as the case may be)applicable) 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 benefit under, permit the acceleration of any obligation under under, or create in any party the right to terminate, modify modify, or cancel, cancel (a) the Company's or any term Company Subsidiary's certificate of incorporation or provision by-laws; (b) except as set forth on Schedule 4.5, the Company Contracts or any other material contract, ------------- material agreement, material permit, franchise or material license applicable to the Company or the Business or applicable to any Company Subsidiary or the Sellers; (c) any Order of any Court or Governmental Entity to which the charter documents of Company, any Company Subsidiary or any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which the Company, any Company Subsidiary, any of the Sellers Sellers, or any of their respective the properties are bound in connection with of the Business Company or any Company Subsidiary is bound; or (d) any Law or arbitration award applicable to the Company, any Company Subsidiary or the Sellers; other than, in the case of clauses (b) or (c), any such violations, conflicts, breaches, defaults, losses, accelerations or rights to terminate, modify or cancel that individually or in the aggregate would not have a Company Material Adverse Effect or would not materially impair the ability of the Company or any Company Subsidiary to perform their respective obligations under this Agreement or the Company Ancillary Documents, or prevent the consummation of any of the Sellers in connection with transactions contemplated by this Agreement or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectCompany Ancillary Documents. No consent, approval, order Order or other authorization of, or registration, declaration declaration, or filing with, any Court or Governmental Entity is required with respect to the Company, any Company Subsidiary, or any of the Sellers in connection with the execution, delivery delivery, or performance by the Company or any Seller of this Agreement or the Seller Company Ancillary Documents Documents, or the consummation of the transactions contemplated hereby by this Agreement or therebythe Company Ancillary Documents, except as required by the HSR Act and in connection filing of (w) an Agreement of Merger with the transfer Delaware Secretary of LicensesState, (x) appropriate documents with the relevant authorities of other jurisdictions in which the Company or the Company Subsidiaries are qualified to do business, (y) the Ohio Permit, and (z) such other Order or other authorization of, or registration, declaration, or filing the failure of which to be obtained or made would not have a Company Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and of the Seller Ancillary DocumentsTransaction Documents by the Purchaser do not and will not, and the consummation of the transactions contemplated hereby and thereby and by the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)other Transaction Documents will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or result in any violation of, or default under(with or without notice or lapse of time, result in the loss or both) under or give rise to a right of any benefit undertermination, permit the cancellation or acceleration of any obligation under or create to loss of a benefit or alteration of rights or obligations under, or result in the creation of any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Lien upon any of the Sellersproperties or assets of the Purchaser under, (bA) except as indicated on Schedule 4.12the articles of incorporation or Bylaws of the Purchaser, (B) any Assumed Contract loan or any other contract, credit agreement, permitnote, franchisebond, licensemortgage, indenture, reciprocal easement agreement, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)agreement, (c) any judgmentinstrument, decree permit, concession, contract, franchise or order of any Governmental Entity license to which any of the Sellers Purchaser is a party or by which any of the Sellers or any of their respective properties its assets are bound in connection with the Business bound, or (dC) subject to the governmental filings and other matters referred to in the following sentence, any Law or arbitration award Laws applicable to the Purchaser or its properties or assets, other than, in the case of clause (B) or (C), any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would (x) have a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser or (y) prevent or delay in any material respect the consummation of any of the Sellers in connection with transactions contemplated hereby or by the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effectother Transaction Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority is required by or with respect to any of the Sellers Purchaser in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby or thereby, except for (A) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, as may be required by in connection with this Agreement and such transactions, (B) filings required under the HSR Act and (C) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in connection with any material respect the transfer consummation of Licensesany of the transactions contemplated hereby or by the other Transaction Documents or otherwise prevent the Company from performing its obligations under this Agreement or any other Transaction Document in any material respect or have, individually or in the aggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser.

Absence of Restrictions and Conflicts. The Subject only to the approval of the adoption of this Agreement, the Merger and the Warrant by each of CNI's and Merger Corp.'s shareholders, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, Warrant and the consummation of the transactions contemplated hereby and thereby Merger and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Warrant do not or shall not (as the case may be)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 or create in any party the right to terminate, modify or cancelunder, (ai) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the Sellerseach of CNI and Merger Corp., (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (cii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers either CNI or Merger Corp. is a party or by which either CNI or Merger Corp. or its properties are bound, or (iii) any statute, law, regulation or rule applicable to each of CNI and Merger Corp. other than such violations, conflicts, breaches or defaults which would not have a material adverse effect on the business, operations, assets or financial condition of either CNI or Merger Corp. Except for the filing of the Sellers or any Articles of their respective properties are bound in connection Merger with the Business or (d) any Law or arbitration award Arizona Corporation Commission and publication thereof as required by the BCA, compliance with the applicable to any requirements of the Sellers in connection with Securities Act, the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)Exchange Act and applicable state securities laws, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any each of the Sellers CNI and Merger Corp. is required in connection with the execution, delivery or performance of this Agreement or and the Seller Ancillary Documents Warrant by each of CNI and Merger Corp. or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenseshereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany's Charter or Bylaws, (b) except as indicated on Schedule 4.125.17, any Assumed Contract or any other contract, will, agreement, permit, franchise, license, lease license or other instrument applicable to any of the Sellers in connection with Assets or the Business (provided that no representation is given with respect to the Texaco Agreement)Business, (c) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers is a party Assets or the Business or by which any of the Sellers Assets or any of their respective properties the Business are bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to any of the Sellers in connection with the Business; , except in each the case to the extent any failure of the foregoing matters described in clauses (b), clause (c) and or (d) ), as would not have a Material Adverse Effect on the Business and Assets, taken as a whole. Except for such consents, approvals, orders or authorizations the failure of which to be true and correct obtain or make would be reasonably likely to not, individually or in the aggregate, have a Material Adverse Effect. No , no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Company in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except thereby other than as required by the Hart-Scott-Rodino Antitrust Ixxxxxxxxxxx Xxx xf 1976, as amended (the "HSR Act and in connection with the transfer of LicensesAct").

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby Transaction and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents by the Shareholders and the Companies do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents articles of incorporation, bylaws, shareholder agreement or similar constituent document of any of the SellersCompanies, (b) except as indicated set forth on Schedule 4.123.5, any Assumed Contract or any other contractSchedule 3.6(b) and Schedule 3.13, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business Company Contracts (provided that no representation is given with respect to the Texaco Agreementas hereinafter defined), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Companies or either of the Shareholders is a party or by which any of the Sellers Companies or either of the Shareholders or any of their respective properties are bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure Companies or either of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectShareholders. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Companies or either of the Shareholders in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, Transaction except as required by the HSR Act and in connection with the transfer of LicensesAct.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersSeller, (b) except as indicated on Schedule 4.124.11(a) of the Seller Disclosure Schedules, any Assumed Contract or any other contract, will, agreement, permit, franchise, license, lease license or other instrument applicable to which the Seller is a party or by which any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Assets may be materially affected, (c) any judgment, decree or order of any court or Governmental Entity or agency to which any of the Sellers Seller is a party or by which any of the Sellers Seller or any of their its respective properties properties, including the Assets, are bound in connection with the Business or (d) any Law or arbitration award applicable to the Seller, the Assets or the Business, except to the extent that any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described items in clauses (b), (c) and (d) to be true and correct above would not be reasonably likely to expected to, individually or in the aggregate, have a Material Adverse EffectEffect or materially impair the ability of the Seller to perform its obligations hereunder and consummate the transactions contemplated by this Agreement or the Seller Ancillary Documents. No Except as indicated on Schedule 4.3(a) of the Seller Disclosure Schedules, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Seller Parent or any member of the SellersCompany Group, (b) except as indicated on Schedule 4.124.5(a), any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to any member of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Company Group, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Seller Parent or any member of the Sellers Company Group is a party or by which any of the Sellers such Person or any of their respective properties are bound in connection with the Business or (d) in any material respect, any Law or arbitration award applicable to the Seller Parent or any member of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (bCompany Group. Except as indicated on Schedule 4.5(b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Seller Parent and or any member of the Sellers Company Group in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby. Prior to the date hereof, except as required by the HSR Act and in connection with Seller Parent provided (or made available) to the transfer Purchaser Parent all information necessary to complete the Transfer of LicensesPhysical Assets application.

Absence of Restrictions and Conflicts. The Subject to the obtaining of ------------------------------------- the Headquarters Landlord's Consent and the Headquarters Telephone Lessor's Consent contemplated by Section 6.1(c) hereof, the Store Landlords' Consents -------------- contemplated by Section 6.2(c) hereof and the Store Register Consents -------------- contemplated by Section 6.3(c) hereof, the execution, delivery and performance -------------- of this Agreement and the Seller Ancillary other Xxxxxx Documents, the consummation of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of other Xxxxxx Documents and the compliance by Xxxxxx with the terms and conditions hereof of this Agreement and thereof the other Xxxxxx Documents do not or shall not (as the case may be)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 or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents certificate of any incorporation or bylaws of the SellersXxxxxx, (b) except as indicated on Schedule 4.12any term or provision of any material agreement to which Xxxxxx is a party, any Assumed Contract including, without limitation, the Headquarters Lease, the Headquarters Telephone Lease or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Store Leases or Store Register Agreements, (c) any judgment, decree or order of any court or Governmental Entity Body to which any of the Sellers Xxxxxx is a party or by which Xxxxxx, any of the Sellers Headquarters Assets or any of their respective properties are the Store Assets is bound in connection with the Business or (d) any Law statute, law, rule or arbitration award regulation applicable to any of Xxxxxx, the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement Headquarters Assets or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of LicensesStore Assets.

Absence of Restrictions and Conflicts. The .. Except for the filings, permits and Consents as may be required under, and other applicable requirements of, the HSR Act, Foreign Antitrust Laws and the Exchange Act and as set forth on Schedule 4.5, the execution, delivery and performance of this Agreement Agreement, the Shareholder Ancillary Documents and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary, including the Conveyed Assets, under, (a) any term or provision of the charter documents of the Company or any of the SellersCompany Subsidiary, (b) except as indicated on Schedule 4.124.14, Section 7.14(c) or Section 7.22, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease License or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Company Subsidiary, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers Company Subsidiary is a party or by which the Company or any of the Sellers Company Subsidiary or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection Company Subsidiary, except, with the Business; in each case respect to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to for any such conflicts, violations, breaches, defaults, losses, Liens or other encumbrances which would not, individually or in the aggregate, reasonably be true and correct would be reasonably likely expected to have a Material Adverse Effect. No consentExcept as set forth on Schedule 4.5, approval, no Consent or order or authorization of, or registration, declaration or filing with, any Governmental Entity or other Person is required with respect to the Company or any of the Sellers Company Subsidiary in connection with the execution, delivery or performance of this Agreement Agreement, the Shareholder Ancillary Documents or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except as required by for filings under and compliance with the HSR Act, Foreign Antitrust Laws and the Exchange Act and such Consents or orders which would not, individually or in connection with the transfer of Licensesaggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents by the Seller Parties do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated set forth on Schedule 4.122.13(b), any Assumed Contract the Company Contracts or any other contract, agreement, permit, franchise, license, lease franchise or other instrument license applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Seller Party, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers Seller Party is a party or by which the Company or any of the Sellers Seller Party or any of their respective properties are bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to the Company or any of Seller Party and to which the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to Seller Parties have a Material Adverse EffectKnowledge. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers Seller Party in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and Agreement, the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter organizational documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.124.14 and except for contracts with respect to the Revolver, the Term Debt, the Xxxxxxx Group Member Note, the MB Member Note and any other Indebtedness to be paid in connection with the consummation of the transactions contemplated by this Agreement, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect on the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Business, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company or any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case its Subsidiaries. Except for filings pursuant to the extent any failure of the foregoing matters described in clauses (b)HSR Act, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or Agreement, the Seller Company Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a material breach of or material default under, result in the material loss of any benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated on Schedule 4.124.14, any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)its Subsidiaries, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company, any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection its Subsidiaries other than with the Business; in each case respect to the extent any failure of the foregoing matters described in clauses clause (b)) above any violation, (c) and (d) to be true and correct conflict, breach, default, loss, acceleration, termination, modification or cancellation that would be reasonably likely to have not result in a Material Adverse EffectEffect on the Company or any of its Subsidiaries. No material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of LicensesAct.

Absence of Restrictions and Conflicts. The Except as set forth in Schedule 3.3, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall not (as the case may be)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 benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents any certificate of any incorporation, certificates of the Sellersformation, bylaws or operating or partnership agreements of Seller or Seller JV, (b) except as indicated on Schedule 4.12, any Assumed Contract Contract, (c) any contract or any other contractagreement to which Seller JV is a party, agreementincluding, permitwithout limitation, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business Seller JV Leases (provided that no representation is given with respect to the Texaco Agreementas hereinafter defined), (cd) any judgment, decree or order of any Governmental Entity Authority to which any of the Sellers Seller or Seller JV is a party or by which Seller, Seller JV or any of the Sellers Assets or the assets of Seller JV is bound or (e) any of Law applicable to Seller, Seller JV or their respective properties businesses, excluding from the foregoing clauses (d) and (e) such conflicts, losses of benefits or accelerations (i) that are bound in connection with not material to the Combined Business or (dii) any Law or arbitration award that become applicable to any as a result of the Sellers lines of business in connection with the Business; in each case which Buyer is engaged (to the extent different from the Combined Business) or as a result of any failure acts or omissions by Buyer (other than actions required or contemplated by this Agreement). Except as set forth on Schedule 3.3 hereof, no consent or approval is required for the transfer or assignment of any Assumed Contract to Buyer. Except for (i) compliance with the applicable requirements of the foregoing matters described in clauses (b), (c) HSR Act and (dii) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consents required under IDB Leases, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required Authority with respect to any of the Sellers Seller or Seller JV is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller or the consummation of the transactions contemplated hereby by this Agreement or therebythe Seller Ancillary Documents by Seller, except excluding those consents, approvals, orders, authorizations, registrations or declarations (i) that are not material to the Combined Business or (ii) that become applicable as a result of the line of business in which Buyer is engaged (to the extent different from the Combined Business) or as a result of any acts or omissions by Buyer (other than actions required or contemplated by the HSR Act and in connection with the transfer of Licensesthis Agreement).

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary DocumentsAgreements, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), (a) conflict with or violate the Organizational Documents, (b) conflict with or violate any Laws applicable to the Seller, or by which any of its assets or properties are bound, or (c) except as set forth on Schedule 3.4 and except for any Indebtedness to be paid at Closing pursuant to Section 2.2(c)(i) of this Agreement, result in any breach of or constitute a default (or an event that with the passing of time or the giving of notice or both, violate or conflict with, constitute both would become a breach of or default default) under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the Sellers, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectLicense. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents Agreements or the consummation of the transactions contemplated hereby or thereby, except as required for such consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent, or materially alter or delay, any of the transactions contemplated by this Agreement or the HSR Act and in connection with the transfer of LicensesAncillary Agreements.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and each of the Seller Ancillary DocumentsTransaction Documents to which Purchaser is a party, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof of herein and thereof therein by Purchaser do not or shall will not (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 benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents or bylaws of any of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable material contract to any of the Sellers in connection with the Business (provided that no representation which Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) assuming compliance with the requirements under the HSR Act, any Law statute, law, rule or arbitration award regulation applicable to any of Purchaser, except in the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to for violations, conflicts, breaches or defaults that could not reasonably be true and correct would be reasonably likely expected to have a Purchaser Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental agency or public or regulatory unit, agency or authority is required with respect to any of the Sellers Purchaser in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Transaction Documents or the consummation of the transactions contemplated hereby or thereby, thereby except as required by the HSR Act and in connection with the transfer of LicensesAct.

Absence of Restrictions and Conflicts. The execution(a) Subject to obtaining the requisite stockholder approval of Merger Sub, the execution and delivery by the Purchaser and performance Merger Sub of this Agreement and the Seller Purchaser Ancillary DocumentsDocuments does not, and the consummation performance of their respective obligations hereunder and thereunder will not, (i) conflict with or violate the articles of incorporation, regulations or bylaws of the transactions contemplated hereby Purchaser or Merger Sub, (ii) assuming that all consents, approvals, authorizations, waiting period terminations or expirations, and thereby other actions described in Section 5.3(b) have been obtained and all filings and obligations described in Section 5.3(b) have been made, conflict with or violate any Law applicable to the fulfillment Purchaser or Merger Sub, or by which any material property or asset of the Purchaser or Merger Sub, is bound and compliance (iii) require any consent or result in any violation or breach of or constitute (with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing without notice or lapse of time or the giving both) a default (or give to others any right of notice termination, amendment, acceleration or both, violate or conflict with, constitute a breach of or default cancellation) under, or result in the loss triggering of any benefit under, permit payments or result in the acceleration creation of a Lien on any obligation under property or create in any party the right to terminate, modify or cancel, (a) any term or provision asset of the charter documents of any of the SellersPurchaser or Merger Sub, (b) except as indicated on Schedule 4.12in all cases, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable pursuant to any of the Sellers in connection with the Business terms, conditions or provisions of any (provided that no representation is given with respect A) Contract applicable to the Texaco Agreement), Purchaser or Merger Sub or (cB) any judgment, decree or order of any Governmental Entity Entity, to which any of the Sellers Purchaser or Merger Sub is a party or by which any of the Sellers Purchaser, Merger Sub or any of their respective properties or assets are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b)bound, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consentexcept, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to clause (iii), for any such triggering of payments or creation of Liens which have not and would not reasonably be expected to, individually or in the Sellers in connection with the executionaggregate, delivery prevent or performance of this Agreement or the Seller Ancillary Documents or the materially delay consummation of the Merger and the other transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licensesthis Agreement.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict withwith in any material respect, constitute a material breach of or material default under, result in the loss of any material benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of the Company or any of the Sellersits Subsidiaries, (b) except as indicated set forth on Schedule 4.123.13, any Assumed Company Contract or any other contract, agreementmaterial Contract, permit, franchise, license, lease license or other instrument applicable to the Company or any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)its Subsidiaries, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers its Subsidiaries is a party or by which the Company or any of the Sellers its Subsidiaries or any of their respective properties are bound in connection with the Business bound, or (d) any Law or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effectits Subsidiaries. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers its Subsidiaries in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except as required by the HSR Act and in connection with the transfer of Licensesset forth on Schedule 3.5.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby provided for herein and thereby therein, and the fulfillment of and compliance with the terms and conditions hereof and thereof do not (or shall not (as the case may bewill 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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, cancel (a) any term or provision of the charter documents of any of the SellersSeller Party, (b) except as indicated on Schedule 4.12SCHEDULE 2.1(h), any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Material Contract, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Seller Party is a party or by which any of the Sellers or any of their respective properties are bound in connection with Seller Party, the Business or the Purchased Assets are bound; or (d) any material Permit or Applicable Law or arbitration award applicable to any of Seller Party, the Sellers in connection with Business or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectPurchased Assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller Party in connection with the execution, delivery or performance of this Agreement or and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or therebyprovided for herein and therein, except as required by the HSR Act and in connection with the transfer of LicensesAntitrust Acts.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents by the Seller Parties do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (and with respect to subsection (b) and (d) only, as would have a material and adverse impact) (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated set forth on Schedule 4.122.13(b), any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Company Contracts, (c) any judgment, decree or order of any Governmental Entity to which the Company or any of the Sellers Seller Party is a party or by which the Company or any of the Sellers Seller Party or any of their respective properties are bound in connection with the Business bound, or (d) any Law statute, law, rule, regulation or arbitration award applicable to the Company or any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectSeller Party. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of the Sellers Seller Party in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Ancillary Documents do not or shall will not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersBuyer's Charter or Bylaws, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable contract to any of which the Sellers in connection with the Business (provided that no representation Buyer is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Buyer is a party or by which any of the Sellers Buyer or any of their respective its properties are is bound in connection with the Business or (d) any Law statute, law, rule, regulation or arbitration award applicable to any the Buyer, except in the case of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), clause (c) and or (d) ), as would not have a Material Adverse Effect on the Business and Assets, taken as a whole. Except for such consents, approvals, orders or authorizations the failure of which to be true and correct obtain or make would be reasonably likely to not, individually or in the aggregate, have a Material Adverse Effect. No , no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Company in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement Agreement, the Purchaser Ancillary Documents to which the Seller is a party and the Seller Ancillary DocumentsDocuments to which the Seller is a party, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, result in the creation of any Liens upon any of the Purchased Assets or violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents articles of incorporation, articles of organization, bylaws or shareholders agreements or trust documents, as applicable, of any of the SellersSeller Party, (b) except as indicated on Schedule 4.124.3(a), any Assumed Company Contract or any other contract, agreement, permit, franchise, license, lease or other instrument Contract applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Seller, (c) any judgment, decree or order of any court or Governmental Entity or agency to which any of the Sellers Seller is a party or by which any of the Sellers or any of their respective its properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (bSeller. Except as indicated on Schedule 4.3(b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Seller in connection with the execution, delivery or performance of this Agreement Agreement, the Purchaser Ancillary Documents to which the Seller is a party, or the Seller Ancillary Documents to which the Seller is a Party, or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Company Ancillary Documents by the Company and the Sellers do not or shall will not (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, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of any of the SellersCompany, (b) except as indicated set forth on Schedule 4.124.5, any Assumed Contract the Company Contracts (as hereinafter defined) or any other contract, agreement, permit, franchise, license, lease franchise or other instrument license applicable to any the Company or the business of the Sellers in connection with Company as a going concern (the Business (provided that no representation is given with respect "Business") or applicable to the Texaco Agreement)Sellers, (c) any judgment, decree or order Order of any Court or Governmental Entity to which the Company or any of the Sellers is a party or by which the Company or any of the Sellers or any of their respective properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Company, the Sellers in connection with or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No consent, approval, order Order or other authorization of, or registration, declaration or filing with, any Court or Governmental Entity is required with respect to the Company or any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, thereby except (i) as required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act Act") and in connection (ii) the filing of an Agreement of Merger with the transfer Secretary of LicensesState of the State of California.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof hereunder and thereof thereunder do not or shall will not (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 benefit under, or permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelunder, (a) any term or provision of the charter documents of any of the SellersPurchaser, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable contract to any of which the Sellers in connection with the Business (provided that no representation Purchaser is given with respect to the Texaco Agreement)a party, (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers Purchaser is a party or by which any of the Sellers Purchaser or any of their respective its properties are is bound in connection with the Business or (d) any Law or arbitration award applicable to any the Purchaser unless, in each case, such violation, conflict, breach, default, loss of benefit or accelerated obligation would not, either individually or in the aggregate, have a material adverse impact on the ability of the Sellers in connection with Purchaser to consummate the Business; in each case to transactions contemplated hereby or by the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectPurchaser Ancillary Documents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers Purchaser in connection with the execution, delivery or performance of this Agreement or the Seller Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required other than those the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, materially impair the ability of the Purchaser to consummate the transactions contemplated by this Agreement or the HSR Act and in connection with the transfer of LicensesPurchaser Ancillary Documents.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement Agreement, the Management Agreements and the Seller Ancillary DocumentsRegistration Rights Agreement, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be)and will not, with the passing passage 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 or create in any party the right to terminate, modify or cancelunder, (ai) any term or provision of the charter documents Articles of any Incorporation or Bylaws of the SellersBuyer, (bii) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, permit, franchise, license, lease or other instrument applicable contract which is material to any the business and operations of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Buyer and its subsidiaries taken as a whole, (ciii) any judgment, decree or order of any Governmental Entity court or governmental authority or agency to which any of the Sellers Buyer is a party or by which the Buyer or its properties is bound, or (iv) any statute, law, regulation or rule applicable to the Buyer, so as to have in the case of subsections (ii) through (iv) above, a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of the Sellers or any of their respective properties are bound in connection with the Business or (d) any Law or arbitration award applicable to any of the Sellers in connection with the Business; in each case to the extent any failure of the foregoing matters described in clauses (b), (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse EffectBuyer. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required governmental agency or public or regulatory unit, agency, body or authority with respect to any of the Sellers Buyer is required in connection with the execution, delivery or performance of this Agreement, the Management Agreements and the Registration Rights Agreement or by the Seller Ancillary Documents Buyer or the consummation of the transactions contemplated hereby or and thereby, except as required by the HSR Act and failure to obtain which could reasonably be expected to have, individually or in connection with the transfer aggregate, a material adverse effect upon the assets, liabilities, results of Licensesoperations, financial condition, business or prospects of the Buyer.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (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 benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter or other organizational or operational documents of any of the SellersBRF, BRFHH, BRFHH-S, or BRFHH-M, (b) except as indicated on Schedule 4.12, any Assumed Contract or any other contract, agreement, material permit, franchise, license, lease License or other instrument applicable to any of BRF, BRFHH, BRFHHS-S, or BRFHH-M or the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement)Business, (c) any Material Contract, (d) any material judgment, decree or order of any Governmental Entity to which any of the Sellers BRF, BRFHH, BRFHH-S, or BRFHH-M is a party or by which any of the Sellers BRF, BRFHH, BRFHH-S, or BRFHH-M or any of their respective properties are bound in connection with the Business or (de) any material Law or arbitration award in any material respect applicable to any of BRF, BRFHH, BRFHH-S, BRFHH-M, the Sellers in connection with Hospitals or the Business; in each case to the extent any failure of the foregoing matters described in clauses (b). Except as disclosed on Schedule 4.3, (c) and (d) to be true and correct would be reasonably likely to have a Material Adverse Effect. No no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of BRF, BRFHH, BRFHH-S, BRFHH-M, the Sellers Hospitals or the Business in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.

Absence of Restrictions and Conflicts. The execution(a) Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, subject to the receipt of the Stockholder Approval, the execution and delivery and performance by the Company of this Agreement and the Seller Ancillary Documentsrelated transaction documents do not, the consummation of the transactions contemplated hereby and thereby and the fulfillment performance of its obligations hereunder and compliance pursuant to the related transaction documents will not, (i) conflict with or violate (A) the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing Certificate of time Incorporation or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancelBylaws, (aB) any term the certificate or provision articles of the charter incorporation, bylaws or equivalent organizational documents of any of the SellersSubsidiary, as amended or supplemented, (ii) assuming that all consents, approvals, authorizations and other actions described in subsection (b) except as indicated on Schedule 4.12of this Section 4.5 have been obtained and all filings and obligations described in subsection (b) of this Section 4.5 have been made, conflict with or violate any Assumed Contract Law applicable to the Company or any other contractSubsidiary, agreement, permit, franchise, license, lease or other instrument applicable to any of the Sellers in connection with the Business (provided that no representation is given with respect to the Texaco Agreement), (c) any judgment, decree or order of any Governmental Entity to which any of the Sellers is a party or by which any property or asset of the Sellers Company or any of their respective properties are bound in connection with the Business Subsidiary, is bound, or (diii) require any Law consent or arbitration award applicable result in any violation or breach of or constitute (with or without notice or lapse of time or both) a default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Subsidiary, in all cases, pursuant to, any of the Sellers in connection terms, conditions or provisions of any Material Contract, except, with the Business; in each case respect to the extent any failure of the foregoing matters described in clauses (b), (cii) and (diii) such triggering of payments, Liens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults which would not reasonably be expected to be true and correct would be reasonably likely to have result in a Company Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as required by the HSR Act and in connection with the transfer of Licenses.