Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, 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 by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Buyer Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Buyer Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Buyer Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, is a party or by which the Buyers or any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, Companies is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller the Buyers or, to the knowledge of Sellerthe Buyers, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Buyer Ancillary Documents by Sellerthe Buyers, or the consummation of the transactions contemplated by this Agreement or the Seller Buyer Ancillary Documents by Sellerthe Buyers.

Absence of Restrictions and Conflicts. None Subject only to the approval of (a) the execution and delivery adoption of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedacquisition by Royale Petroleum's shareholders, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, other documents executed or to be executed by Royale Petroleum in connection with this Agreement and the consummation of the acquisition and the other transactions contemplated hereby by this Agreement and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement do not and the Seller Ancillary Documents either (x) conflicts will not, with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any material benefit under under, or permits permit the acceleration of any obligation under, (i) any term or provision of the termsArticles or Certificate of Incorporation or Bylaws of Royale Petroleum, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (zii) violates any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Royale Petroleum is a party or by which Seller Royale Petroleum or any of their respective properties is bound bound, or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, regulation or rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesRoyale Petroleum. Except for compliance with the Required Consents applicable requirements of the Securities Act, the Exchange Act and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)applicable state securities laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party with respect to Royale Petroleum is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, Royale Petroleum or the consummation of the transactions contemplated hereby and the ownership and operation by this Agreement Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain such consent, approval, order or authorization of or the Seller Ancillary Documents by Sellerfailure to make such registration, declaration or filing, would not have a Royale Petroleum Material Adverse Effect.

Absence of Restrictions and Conflicts. None of (a) Assuming the execution consents and delivery of this Agreement filings referenced in Section 4.5(b) and Section 4.5(c) are obtained prior to the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedClosing, the execution, delivery and performance of this Agreement Agreement, and the Seller Principal Shareholder Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Principal Shareholder Ancillary Documents to which such Closing Date Principal Shareholder is a party and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Principal Shareholder Ancillary Documents either to which such Closing Date Principal Shareholder is party by such Closing Date Principal Shareholder do not or will not (x) conflicts as the case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts withviolate, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any substantial benefit under or permits under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, result in the creation or imposition of, or afford any Person the right to obtain, any Liens upon any Outstanding Shares such Closing Date Principal Shareholder owns (or upon any revenues, income or profits of the Shareholder therefrom) under or require that the Surviving Company offer to purchase or redeem any of its securities under, (a) any term or provision of the termsconstituent or charter documents of such Party, conditions or provisions of (b) any note, bond, mortgagemortgage or indenture, indenturecontract, agreement, lease, sublease, license, contractpermit, agreement franchise, instrument to which such Party is a party or by which such Party may be bound or (c) any Applicable Laws or any judgment, decree, order, injunction, award or ruling of any federal, state, county, provincial, municipal, local, other government, domestic or foreign, or any court, tribunal, administrative or regulatory agency or commission or other obligation governmental entity, ministry, department, authority or agency, domestic or foreign (each a “Governmental Entity” and, collectively, the “Governmental Entities”) or arbitration panel to which Seller such Party is a party or by which such Party or any of its assets or properties are bound; other than, in the case of clause (b) or (c) above, any breach of said clause (b) or (c) that individually or in the aggregate, would not prevent such Party from entering into this Agreement or consummating the transactions contemplated hereby. No actions, suits or proceedings are pending or, to the knowledge of Sellersuch Closing Date Principal Shareholder, UPREIT LLC threatened to which the Closing Date Principal Shareholder is or may become a party which (i) involves the validity or enforceability of any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of Closing Date Principal Shareholder’s obligations under this Agreement or the Seller any Principal Shareholder Ancillary Documents by Seller, Document or (ii) seeks (A) to prevent or delay the consummation by the Closing Date Principal Shareholder of the transactions contemplated by this Agreement or the Seller any Principal Shareholder Ancillary Documents by SellerDocument or (B) damages in connection with any such consummation.

Absence of Restrictions and Conflicts. None of (a) the execution and execution, delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which any of their properties or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs. Except for the Required Consents and (i) the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the BuyersBuyer) (the “Bank of America Consent”) and (ii) the consent of Buyer, in its capacity as lender to Sunrise of Xxxx Xxxxx (the “Buyer Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, 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 by this Agreement or the Seller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery ------------------------------------- and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the 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 by the other Transaction Documents will not, conflict with, or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results result in any breach of any term violation of, or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, default (y) with or without the passing of time or the giving of notice or lapse of time, or both, violates ) under or conflicts with, constitutes a breach of or default (or gives give rise to any a right of termination, amendment cancellation or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation or to loss of a benefit or alteration of rights or obligations under, or result in the creation of any Lien upon any of the termsproperties or assets of the Purchaser under, conditions (A) the articles of incorporation or provisions Bylaws of the Purchaser, (B) any loan or credit agreement, note, bond, mortgage, indenture, leasereciprocal easement agreement, licenselease or other agreement, instrument, permit, concession, contract, agreement franchise or other obligation license to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Purchaser is a party or by which any of their properties or its assets may be are bound, or (zC) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, subject to the knowledge governmental filings and other matters referred to in the following sentence, any Laws applicable to the Purchaser or its properties or assets, other than, in the case of Sellerclause (B) or (C), UPREIT LLC any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would prevent or delay in any material respect the consummation of any of the Subject Companies, is a party transactions contemplated hereby or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companiesother Transaction Documents. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller or, or with respect to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Purchaser in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by Seller, 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 in connection with this Agreement and such transactions, and (B) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the consummation of any 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 Seller Ancillary Documents by Selleraggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary DocumentsAgreement, the consummation of the transactions contemplated hereby by this Agreement and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement do not and the Seller Ancillary Documents either (x) conflicts will not, with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any material benefit under under, or permits permit the acceleration of any obligation under, (i) any term or provision of the Articles of Incorporation or Bylaws of SAI, (ii) any term or provision of the Partnership Agreement of ODL, (iii) any SAI Material Contract (as hereinafter defined), Real Property Lease (as hereinafter defined) or Scheduled Lease (as hereinafter defined), (iv) any judgment, decree or order of any court or governmental authority or agency to which any of the terms, conditions Sellers or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Shareholders is a party or by which any of their properties the Sellers or assets may be bound, or (z) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Shareholders or any of their respective properties is bound bound, or (v) to the best knowledge of Sellers' Executives, any statute, law, regulation or rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesSellers or Shareholders, so to have in the case of subsections (iii) through (v) above, a Material Adverse Effect on the Business. Except for To the Required Consents and the consent best knowledge of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)Sellers' Executives, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required with respect to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Sellers or Shareholders is required in connection with the execution, delivery or performance of this Agreement or by the Seller Ancillary Documents by Seller, Sellers and the Shareholders or the consummation of the transactions contemplated by this Agreement or by the Seller Ancillary Documents by Seller.Sellers and the Shareholders, the failure of which to obtain

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 5.3, 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 or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any either of the Subject Companies, Shareholders is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Seller, either of the Shareholders or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any either of the Subject CompaniesShareholders. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller or any other party either of the Shareholders is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by SellerSeller or either of the Shareholders, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by SellerSeller or either of the Shareholders.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement Agreement, the Company Ancillary Documents and the Seller Ancillary Documentsany other Related Document, the consummation of the transactions contemplated hereby by this Agreement, the Company Ancillary Documents and thereby or any other Related Document and the fulfillment of and compliance with the terms and conditions of this Agreement and Agreement, the Seller Company Ancillary Documents either (x) conflicts with and any other Related Document do not or results will not, as the case may be, 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 breach of party the right to terminate, modify or cancel, or otherwise require any action, consent, approval, Order, authorization, registration, declaration or filing with respect to (a) any term or provision of the formation organizational documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation underCompany, any of the termsits Subsidiaries or any LEAF Fund, conditions (b) any Material Contract, Permit or provisions any Revolving Facility or Securitization, (c) any Order of any note, bond, mortgage, indenture, lease, license, contract, agreement court or other obligation Governmental Entity or agency to which Seller orthe Company, to the knowledge any of Seller, UPREIT LLC its Subsidiaries or any of the Subject Companies, LEAF Fund is a party or by which any of their properties or respective assets may be bound, are bound or (zd) violates any judgmentPermit, decree Law or order arbitration award of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency Entity or public or regulatory unit, agency, body agency or authority of applicable to the United StatesCompany, any foreign country of its Subsidiaries or any domestic or foreign stateLEAF Fund (other than in the case of clauses (b), county, city or other political subdivision thereof (each a “Governmental Authority”c) or (d), any other party is required such violations, conflicts, breaches, defaults, losses, accelerations, creations of rights, actions, consents, approvals, authorizations, registrations, declarations or filings that, individually or in the aggregate, have not been and would not be reasonably expected to be obtained by Seller or, materially adverse to the knowledge of SellerCompany or its Subsidiaries), UPREIT LLC or any of the Subject Companies, in connection with nor shall the execution, delivery or and performance of this Agreement or Agreement, the Seller Company Ancillary Documents by Seller, or and any other Related Document the consummation of the transactions contemplated by this Agreement or Agreement, the Seller Company Ancillary Documents by Sellerand any other Related Document and the fulfillment of and compliance with the terms and conditions of this Agreement, Company Ancillary Documents and any other Related Document, trigger any options, rights of first refusal, rights of first offer, or claims under applicable maintenance of uniform interest provisions in joint operating agreements, or similar rights or restrictions.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Flour Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Flour Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Flour Ancillary Documents either do not or will not (x) conflicts as the case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits under, permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Flour or the Flour Subsidiaries, (b) except as set forth on Schedule 4.3(b), any of the terms, conditions contract or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC Flour or any of the Subject Companies, Flour Subsidiary is a party or by which Flour or any of their properties or assets may be Flour Subsidiary is bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller or, to the knowledge of Seller, UPREIT LLC Flour or any of the Subject Companies, Flour Subsidiary is a party or by which Seller Flour or any Flour Subsidiary or any of their respective properties is are bound or (d) any statute, law, rule rule, regulation or regulation arbitration award applicable to Seller or, to the knowledge of Seller, UPREIT LLC Flour or any of the Subject CompaniesFlour Subsidiary. Except for the Required Consents and filing of a Certificate of Merger with the consent Delaware Secretary of Bank of America, N.A. (which consent has been obtained by Seller prior to State in connection with the date hereof and delivered to the Buyers) (the “Bank of America Consent”)Merger, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body agency or authority of the United States, any foreign country is required with respect to Flour or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Flour Subsidiary in connection with the execution, delivery or performance of this Agreement or the Seller Flour Ancillary Documents by Seller, or the consummation of the transactions contemplated by hereby or thereby. For purposes of this Agreement Agreement, "Flour Subsidiary" means Flour LLC, Holdings and any other entity, now or hereafter, of which Flour owns, directly or indirectly, more than 50% of the Seller Ancillary Documents by Selleroutstanding voting securities; provided, however, that the term "Flour Subsidiary" shall not include Seaboard or any of its subsidiaries.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 5.3, 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 or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or any of the Advantage Reimbursement Performed Contracts, or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any either of the Subject Companies, Shareholders is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Seller, either of the Shareholders or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any either of the Subject CompaniesShareholders. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller or any other party either of the Shareholders is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by SellerSeller or either of the Shareholders, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by SellerSeller or either of the Shareholders.

Absence of Restrictions and Conflicts. None of (a) the execution and execution, delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Buyer Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Buyer Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, (y) with or without the passing of time or the giving of notice or both, violates or conflicts with, constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, is a party or by which Buyer or any of their properties or assets may be bound, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject Companies, LPs is a party or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs. Except for (i) the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”Consent and (ii) the Buyer Consent (which Buyer Consent is hereby granted by Buyer), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller Buyer or, to the knowledge of SellerBuyer, UPREIT LLC any of the Subject GPs or any of the Subject CompaniesLPs, in connection with the execution, delivery or performance of this Agreement or the Seller Buyer Ancillary Documents by SellerBuyer, or the consummation of the transactions contemplated by this Agreement or the Seller Buyer Ancillary Documents by SellerBuyer.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller and Xxxxxxx Xxxxxx Ancillary DocumentsDocuments by the Company and the Seller, the consummation by the Company and the Seller of the transactions contemplated hereby and thereby or thereby, and the Company’s and the Seller’s fulfillment of of, and compliance with with, the terms and conditions of this Agreement hereof and thereof, do not or will not (as the Seller Ancillary Documents either (x) conflicts case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing passage of time or the giving of notice (a) violate or both, violates or conflicts conflict with, constitutes (b) constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results (c) result in the loss of any benefit under or permits under, (d) permit the acceleration of any obligation under, (e) create in any party the right to terminate, modify or cancel, (f) result in the creation of any Lien upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC Equity Interests or any assets of the Subject Companies, is a party or by which any of their properties or assets may be boundeither Company under, or (z) violates g)require any judgmentauthorization, decree consent, approval, waiver, exemption or order of other action by or notice or declaration to, or filing with, any Governmental Authority Entity or other Person under (i) any term or provision of the Organizational Documents of the Company, (ii) except as defined below) indicated on Schedule 4.4, any Contract to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller or any of their respective properties the Company (or its assets, securities or businesses) is bound or affected, or (iii) any statuteLaw, law, rule Permit or regulation order or ruling of any court or Governmental Entity applicable to the Seller or, to or the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesCompany. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)as set forth on Schedule 4.4, no consent, waiver, Permit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, arbitrator, governmental agency Governmental Entity or public or regulatory unit, agency, body or authority other Person is required on the part of the United States, any foreign country Company or any domestic or foreign state, county, city or other political subdivision thereof the Seller (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, as of the Closing Date with respect to the knowledge of SellerSeller Ancillary Documents, UPREIT LLC or any of the Subject Companies, 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 Sellerthe 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 by hereby or thereby. The Company and the Seller has waived and hereby does waive (in such Seller’s individual capacity and as a shareholder, member, manager or officer of the Company) any and 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 Seller Ancillary Documents by Sellertransactions contemplated hereby.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby or the Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either by the Shareholders, the LP and the LLC do not or will not (x) conflicts as the case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates (a) violate or conflicts with, constitutes conflict with or constitute a breach of or default under any term or provision of the articles or certificate of incorporation, bylaws, limited partnership agreement, operating agreement or similar document of any of the Companies, the LP or the LLC or any Fiduciary Document, (or gives rise b) except as set forth on SCHEDULE 2.5 to any right of terminationthe Disclosure Letter, amendment or cancellation) under, results result in the loss of any benefit under or permits in the creation of any Lien under, permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel any of the termsmaterial Company Contract (as hereinafter defined) or any other material contract, conditions or provisions of any agreement, permit, franchise, license, note, bond, mortgage, indenture, lease, license, contract, agreement lease or other obligation instrument or arrangement applicable to the Companies or the Sellers, (c) violate or conflict with or constitute a breach of or default under any judgment, decree or order of any federal, state, local or foreign governments or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign ("GOVERNMENTAL ENTITY") to which Seller or, to the knowledge of Seller, UPREIT LLC Companies or any of the Subject Companies, Sellers is a party or by which any of them or their respective properties or assets may be bound, are bound or (zd) violates any judgment, decree or order of any Governmental Authority subject to the Qualifications (as defined below) to which Seller orin Section 2.13), to the knowledge of Seller, UPREIT LLC violate or any of the Subject Companies, is a party or by which Seller or any of their respective properties is bound or conflict with any statute, law, rule rule, regulation, ordinance, writ, judgment, decree, order or regulation other requirement (collectively, "LAWS") of any Governmental Entity applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesCompanies or the Sellers. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Entity is required to be obtained by Seller or, with respect to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, the LP, the Shareholders, UGI or the LLC 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 and thereby except as required by this Agreement or the Seller Ancillary Documents by SellerXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and, with respect to CFI and CFINJ, various state laws regulating pharmacies.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby or and the fulfillment of and compliance with the terms and conditions of this Agreement hereof and thereof do not or shall not (as the Seller Ancillary Documents either (x) conflicts case may be), with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits under, permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel, (a) any term or provision of Seller's or Parent's certificate of incorporation or bylaws, (b) except as set forth on Schedule 4.9, any of the terms, conditions Assumed Contract or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation contract to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Parent is a party or by which any of their properties or assets may be boundparty, or (zc) violates any judgment, decree or order of any Governmental Authority (as defined below) Entity to which either Parent or Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which either Seller or any of their respective properties is are bound (including without limitation the Assets and the Owned Real Property) or (d) any statuteLaw, law, rule or regulation arbitration award applicable to Seller or, to the knowledge of Business which Seller, UPREIT LLC the Assets or any of the Subject CompaniesOwned Real Property is subject. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Entity is required with respect to be obtained by either Parent or Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, 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 by this Agreement hereby or the Seller Ancillary Documents by Sellerthereby.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in Schedule 5.3, 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 or the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either do not, (xa) conflicts conflict with or results result in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC either Member or any of the Subject Companies, either Principal is a party or by which any of their properties or assets may be bound, or (zc) violates violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Seller Seller, either Member, either Principal or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC either Member or any of the Subject Companieseither Principal. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller, either Member or any other party either Principal is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller, either Member or either Principal, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by SellerSeller or such Member or Principal.

Absence of Restrictions and Conflicts. None of (a) the execution and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtainedExcept as disclosed in SCHEDULE 3.3, 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 or the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Company Ancillary Documents either do not and will not (xas the case may be), (a) conflicts conflict with or results result in any breach of any term or provision of the formation documents articles of Seller or, to the knowledge of Seller, UPREIT LLC organization or any operating agreement of the Subject CompaniesCompany, (yb) with or without the passing of time or the giving of notice or both, violates violate or conflicts conflict with, constitutes constitute a breach of or default (or gives give rise to any right of termination, amendment or cancellation) under, results result in the loss of any benefit under or permits permit the acceleration of any obligation under, any Contract or result in the creation of any Lien on any of the Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Company is a party or by which any of their its properties or assets may be is bound, (c) or (z) violates violate any judgment, decree or order of any Governmental Authority (as defined belowhereinafter defined) to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Company is a party or by which Seller the Company or any of their respective its properties is bound or (d) any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject CompaniesCompany. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”)as set forth in Schedule 3.3, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of (a "GOVERNMENTAL AUTHORITY") with respect to the United States, any foreign country Company or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Principal Member is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Company Ancillary Documents by Seller, the Company or any Principal Member or the consummation of the transactions contemplated by this Agreement or the Seller Company Ancillary Documents by Sellerthe Company or any Principal Member, other than any such consent, approval, order, authorization, registration, declaration or filing that is obtained or made on or before Closing or the failure to obtain or made would not reasonably be expected to have a Material Adverse Effect on the Company.

Absence of Restrictions and Conflicts. None of (a) the execution The execution, delivery and delivery of this Agreement and the Seller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the 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 by the other Transaction Documents will not, conflict with, or the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents either (x) conflicts with or results result in any breach of any term violation of, or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, default (y) with or without the passing of time or the giving of notice or lapse of time, or both, violates ) under or conflicts with, constitutes a breach of or default (or gives give rise to any a right of termination, amendment cancellation or cancellation) under, results in the loss of any benefit under or permits the acceleration of any obligation or to loss of a benefit or alteration of rights or obligations under, or result in the creation of any Lien upon any of the termsproperties or assets of the Purchaser under, conditions (A) the articles of incorporation or provisions Bylaws of the Purchaser, (B) any loan or credit agreement, note, bond, mortgage, indenture, leasereciprocal easement agreement, licenselease or other agreement, instrument, permit, concession, contract, agreement franchise or other obligation license to which Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Purchaser is a party or by which any of their properties or its assets may be are bound, or (zC) violates any judgment, decree or order of any Governmental Authority (as defined below) to which Seller or, subject to the knowledge governmental filings and other matters referred to in the following sentence, any Laws applicable to the Purchaser or its properties or assets, other than, in the case of Sellerclause (B) or (C), UPREIT LLC any such conflicts, violations, defaults, rights or Liens that neither individually nor in the aggregate would prevent or delay in any material respect the consummation of any of the Subject Companies, is a party transactions contemplated hereby or by which Seller or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companiesother Transaction Documents. Except for the Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the date hereof and delivered to the Buyers) (the “Bank of America Consent”), no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party Authority is required to be obtained by Seller or, or with respect to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, Purchaser in connection with the execution, execution and delivery or performance of this Agreement or and the Seller Ancillary other Transaction Documents by Seller, 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 in connection with this Agreement and such transactions, and (B) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the consummation of any 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 Seller Ancillary Documents by Selleraggregate, a material adverse effect on the business, assets, financial condition, results of operations or prospects of the Purchaser.