Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Diamond has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Stockholder Approval. The Diamond Board of Directors has duly and validly authorized and approved the execution, delivery and performance of this Agreement by Diamond and the consummation of the Merger and the other transactions contemplated by this Agreement, and Diamond Board of Directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth in this Agreement, is advisable, fair to, and in the best interests of, holders of the Diamond Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond at a special meeting of the holders of Diamond Common Stock (the “Diamond Stockholder Meeting”) subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by this Agreement. No other corporate proceedings on the part of Diamond are necessary to authorize this Agreement or to consummate the Merger other than the receipt of the Diamond Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by Diamond, and assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of Diamond, enforceable against Diamond in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (i) Subject to receipt of the affirmative vote of a majority of the votes entitled to be cast by the holders of Diamond Common Stock at the Diamond Stockholder Meeting (the “Diamond Stockholder Approval”) with respect to consummation of the Merger, the execution and delivery of this Agreement by Diamond do not, and the performance and consummation by Diamond of its obligations hereunder and under the transactions contemplated hereby, will not, conflict with, violate or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation, vesting or acceleration of any obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Diamond or any Diamond Subsidiary under, or require the consent or approval of or notice to any third party under, any provision of (1) the Diamond Certificate of Incorporation or the Diamond Bylaws or any provision of the charter, bylaws or other organizational documents of any of the Key Diamond Subsidiaries, (2) any provision of the charter, bylaws or other organizational documents of any of the Diamond Subsidiaries that are not Key Diamond Subsidiaries, (3) any Contract to which Diamond or any Diamond Subsidiary is a party or by which any of them or their assets are bound or (4) assuming the Governmental Consents and Filings referred to in Section 3.5 are duly and timely obtained or made and the Diamond Stockholder Approval has been obtained, any Law or Order applicable to or binding upon Diamond, other than, in the case of any of the foregoing clauses (2), (3) and (4), any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect. (d) The Diamond Stockholder Approval is the only vote of Diamond’s stockholders required to approve and adopt the Agreement.

Authority; No Violations. (a) Diamond Seller has all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this AgreementAgreement and the Ancillary Agreements to which it is or will be a party and to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements to which Seller is or will be a party, to perform the performance by Seller of its obligations hereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Stockholder Approval. The Diamond Board of Directors has duly and validly authorized and approved the execution, delivery and performance of this Agreement by Diamond thereunder and the consummation of the Merger Transactions by Seller have been duly authorized by all requisite action of Seller and the other transactions contemplated by this Agreement, and Diamond Board of Directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth in this Agreement, is advisable, fair to, and in the best interests of, holders of the Diamond Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond at a special meeting of the holders of Diamond Common Stock (the “Diamond Stockholder Meeting”) subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by this Agreement. No no other corporate proceedings on the part of Diamond Seller are necessary to authorize this Agreement or to consummate the Merger other than the receipt of the Diamond Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by Diamond, and assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of Diamond, enforceable against Diamond in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (i) Subject to receipt of the affirmative vote of a majority of the votes entitled to be cast by the holders of Diamond Common Stock at the Diamond Stockholder Meeting (the “Diamond Stockholder Approval”) with respect to consummation of the Merger, the execution and delivery of this Agreement by Diamond do not, and the Ancillary Agreements to which Seller is or will be a party, the performance and consummation by Diamond Seller of its obligations hereunder and under thereunder and the transactions contemplated herebyconsummation of the Transactions by Seller. This Agreement has been (and the execution and delivery of each Ancillary Agreement to which Seller will be a party will be) duly executed and delivered by Seller and constitutes (and each such Ancillary Agreement, when so executed and delivered by Seller, will notconstitute) a valid, conflict withlegal and binding agreement of Seller (assuming that this Agreement has been, violate and the Ancillary Agreements to which Seller is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Seller in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or result other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the accuracy of the representations and warranties of Buyer set forth in any violation of or default (Section 5.2(b), no notices to, filings with or without notice authorizations, consents or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation, vesting or acceleration approvals of any obligationGovernmental Authority are necessary for the execution, delivery or result in the triggering performance by Seller of any payments this Agreement or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Diamond or any Diamond Subsidiary under, or require the consent or approval of or notice to any third party under, any provision of (1) the Diamond Certificate of Incorporation or the Diamond Bylaws or any provision of the charter, bylaws or other organizational documents of any of the Key Diamond Subsidiaries, (2) any provision of the charter, bylaws or other organizational documents of any of the Diamond Subsidiaries that are not Key Diamond Subsidiaries, (3) any Contract Ancillary Agreements to which Diamond or any Diamond Subsidiary Seller is a party or the consummation by which any of them or their assets are bound or (4) assuming the Governmental Consents and Filings referred to in Section 3.5 are duly and timely obtained or made and the Diamond Stockholder Approval has been obtained, any Law or Order applicable to or binding upon Diamond, other than, in the case of any Seller of the foregoing clauses Transactions, except for (2)i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (3ii) filings listed on Section 3.2(b) of the Seller Disclosure Schedule and (4), any iii) those the failure of the foregoing that which to obtain or make would not reasonably be expected to have, individually or in the aggregate, have a Diamond Seller Material Adverse Effect. (d) The Diamond Stockholder Approval is the only vote of Diamond’s stockholders required to approve and adopt the Agreement.

Authority; No Violations. (a) Diamond has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Stockholder Approval. The Diamond Board of Directors has duly and validly authorized and approved the execution, delivery and performance of this Agreement by Diamond and the consummation of the Merger and the other transactions contemplated by this Agreement, and Diamond Board of Directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth in this Agreement, is advisable, fair to, and in the best interests of, holders of the Diamond Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond at a special meeting of the holders of Diamond Common Stock (the “"Diamond Stockholder Meeting”") subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by this Agreement. No other corporate proceedings on the part of Diamond are necessary to authorize this Agreement or to consummate the Merger other than the receipt of the Diamond Stockholder Approval. (b) This Agreement has been duly and validly executed and delivered by Diamond, and assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding obligation of Diamond, enforceable against Diamond in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (i) Subject to receipt of the affirmative vote of a majority of the votes entitled to be cast by the holders of Diamond Common Stock at the Diamond Stockholder Meeting (the “"Diamond Stockholder Approval”") with respect to consummation of the Merger, the execution and delivery of this Agreement by Diamond do not, and the performance and consummation by Diamond of its obligations hereunder and under the transactions contemplated hereby, will not, conflict with, violate or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation, vesting or acceleration of any obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Diamond or any Diamond Subsidiary under, or require the consent or approval of or notice to any third party under, any provision of (1) the Diamond Certificate of Incorporation or the Diamond Bylaws or any provision of the charter, bylaws or other organizational documents of any of the Key Diamond Subsidiaries, (2) any provision of the charter, bylaws or other organizational documents of any of the Diamond Subsidiaries that are not Key Diamond Subsidiaries, (3) any Contract to which Diamond or any Diamond Subsidiary is a party or by which any of them or their assets are bound or (4) assuming the Governmental Consents and Filings referred to in Section 3.5 are duly and timely obtained or made and the Diamond Stockholder Approval has been obtained, any Law or Order applicable to or binding upon Diamond, other than, in the case of any of the foregoing clauses (2), (3) and (4), any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect. (d) The Diamond Stockholder Approval is the only vote of Diamond’s 's stockholders required to approve and adopt the Agreement.

Authority; No Violations. (a) Diamond The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Company Stockholder ApprovalApproval and the acceptance of the Company Certificate of Merger by the Dela-ware Secretary of State. The Diamond Operating Partnership has all requisite partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to the acceptance of the Partnership Certificate of Merger by the Delaware Secretary of State. The Board of Directors has of the Company (the “Company Board of Directors”) and the Company, as general partner of the Operating Partnership, have duly and validly authorized and approved the execution, delivery and performance of this Agreement by Diamond the Company and the Operating Partnership, respectively, and the consummation of the transactions contemplated by this Agreement, including the Mergers, and the Company Board of Directors has declared advisable the Merger and the other transactions contemplated by this Agreement and has directed that this Agreement and the transactions contemplated by this Agreement, and Diamond Board of Directors has (i) determined that including the Merger, upon the terms be submitted for approval and subject to the conditions set forth in this Agreement, is advisable, fair to, and in the best interests of, holders of the Diamond Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond at a special meeting of the holders of Diamond Company Common Stock Shares (the “Diamond Company Stockholder Meeting”) subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by this Agreement). No other corporate proceedings on the part of Diamond the Company or the Operating Partnership are necessary to authorize this Agreement or to consummate the Merger transactions contemplated by this Agreement other than the receipt of the Diamond Company Stockholder Approval. No other approval of any equity holder or governing body of the Company or of the Operating Partnership is required to approve or adopt this Agreement or the transactions contemplated by this Agreement. (b) This Agreement has been duly and validly executed and delivered by Diamondthe Company and the Operating Partnership and, subject to receipt of the Company Stockholder Approval and assuming due authorization, execution and delivery by the other parties theretoeach Purchaser Party, constitutes a legal, valid and binding obligation of Diamondthe Company and the Operating Partnership, enforceable against Diamond the Company and the Operating Partnership in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ic) Subject to receipt of the affirmative vote of a majority of the votes entitled to be cast by the holders of Diamond Company Common Stock Shares at the Diamond Stockholder Company Stock- holder Meeting (the “Diamond Company Stockholder Approval”) with respect to consummation of the Merger), the execution and delivery of this Agreement by Diamond the Company and the Operating Partnership do not, and the performance and consummation by Diamond consum- mation of its obligations hereunder and under the transactions contemplated hereby, hereby and the performance of their obligations hereunder will not, conflict with, violate or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation, vesting cancellation or acceleration of any obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation crea- tion of any Lien upon any of the properties or assets of Diamond the Company or any Diamond Subsidiary of the Com- pany Subsidiaries under, or require the consent or approval of or notice to any third party underor otherwise result in a detriment or default to the Company or any of the Company Subsidiaries un- der, any provision of (1i) the Diamond Certificate of Incorporation Company Charter or the Diamond Company Bylaws or any provision of the charter, bylaws comparable charter or other organizational documents of any of the Key Diamond Company Subsidiar- ies, (ii) any loan or credit agreement or note, or any bond, mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise or license applica- ble to the Company or any of the Company Subsidiaries, (2) or to which their respective properties or assets are bound or any provision guarantee by the Company or any of the charter, bylaws or other organizational documents Company Subsidiaries of any of the Diamond Subsidiaries that are not Key Diamond Subsidiariesforegoing, (3iii) any Contract to which Diamond joint venture or any Diamond Subsidiary is a party or by which any of them or their assets are bound other ownership arrange- ment or (4iv) assuming the Governmental Consents consents, approvals, authorizations or permits and Filings filings or notifications referred to in Section 3.5 are duly and timely obtained or made and the Diamond Company Stockholder Approval has been obtained, any Law or Order applicable to or binding upon Diamondthe Company or any of the Company Subsidiaries, or any of their respec- tive properties or assets, other than, in the case of any of the foregoing clauses (2ii), (3iii) and (4iv), any of the foregoing that would not reasonably be expected to havesuch con- flicts, violations, defaults, rights, Liens or detriments that, individually or in the aggregateaggre- gate, a Diamond Material Adverse Effect(A) would not prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement or (B) are not material. (d) The Diamond Stockholder Approval is the only vote of Diamond’s stockholders required to approve and adopt the Agreement.

Authority; No Violations. (a) Diamond NCIC and NSP each has all requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyhereby (including the NCIC Charter Amendment), subject to the receipt of the Diamond affirmative vote of a majority of all the votes entitled to be cast by the holders of NCIC Common Shares at the Stockholder Meeting in favor of this Agreement, the Mergers, the NCIC Charter Amendment and all matters ancillary thereto (the "Stockholder Approval"); the filing of Articles of Merger pursuant to the MGCL and acceptance thereof by the Maryland Department; the filing of the Partnership Certificate of Merger pursuant to the DRULPA and the LLC Act and the acceptance thereof by the Delaware Secretary of State; and the filing of the NCIC Charter Amendment and the acceptance thereof by the Maryland Department. The Diamond Each of the NCIC Board of Directors and NCIC, as general partner of NSP, has duly and validly authorized and approved the execution, execution and delivery and performance of this Agreement by Diamond and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Mergers and Diamond the NCIC Charter Amendment, and the NCIC Board of Directors has (i) determined declared advisable the Merger and has directed that this Agreement and the Merger, upon the terms and subject to the conditions set forth in transactions contemplated by this Agreement, is advisableincluding the Merger and the NCIC Charter Amendment, fair to, and in be submitted for approval by written consent of the best interests of, holders of the Diamond NCIC Common Stock, (ii) recommended the adoption of this Agreement by the stockholders of Diamond Shares or at a special meeting of the holders of Diamond NCIC Common Stock Shares (the “Diamond "Stockholder Meeting”) subject to the terms and conditions set forth in this Agreement, and (iii) approved the Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 of the DGCL. Such resolutions have not been subsequently rescinded, modified or amended in any way adverse to Ruby, except as contemplated by this Agreement. No other corporate proceedings on the part of Diamond are necessary to authorize this Agreement or to consummate the Merger other than the receipt of the Diamond Stockholder Approval"). (b) This Agreement has been duly and validly executed and delivered by DiamondNCIC and NSP and, subject to receipt of the Stockholder Approval and assuming due authorization, execution and delivery by the each other parties theretoparty hereto, constitutes a legal, valid and binding obligation of DiamondNCIC and NSP, enforceable against Diamond NCIC and NSP in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ ' rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (i) Subject to receipt of the affirmative vote of a majority of the votes entitled to be cast by the holders of Diamond Common Stock at the Diamond Stockholder Meeting (the “Diamond Stockholder Approval”) with respect to consummation of the Merger, the execution and delivery of this Agreement by Diamond do not, and the performance and consummation by Diamond of its obligations hereunder and under the transactions contemplated hereby, will not, conflict with, violate or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation, vesting or acceleration of any obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Diamond or any Diamond Subsidiary under, or require the consent or approval of or notice to any third party under, any provision of (1) the Diamond Certificate of Incorporation or the Diamond Bylaws or any provision of the charter, bylaws or other organizational documents of any of the Key Diamond Subsidiaries, (2) any provision of the charter, bylaws or other organizational documents of any of the Diamond Subsidiaries that are not Key Diamond Subsidiaries, (3) any Contract to which Diamond or any Diamond Subsidiary is a party or by which any of them or their assets are bound or (4) assuming the Governmental Consents and Filings referred to in Section 3.5 are duly and timely obtained or made and the Diamond Stockholder Approval has been obtained, any Law or Order applicable to or binding upon Diamond, other than, in the case of any of the foregoing clauses (2), (3) and (4), any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect. (d) The Diamond Stockholder Approval is the only vote of Diamond’s stockholders required to approve and adopt the Agreement.

Authority; No Violations. (a) Diamond The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to receipt of the Diamond Company Stockholder ApprovalApproval and the acceptance of the Company Certificate of Merger by the Delaware Secretary of State in connection with the consummation of the Merger. The Diamond Operating Partnership has all requisite partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, subject to the acceptance of the Partnership Certificate of Merger by the Delaware Secretary of State. The Board of Directors has of the Company (the “Company Board of Directors”) and the Company, as general partner of the Operating Partnership, have duly and validly authorized and approved the execution, delivery and performance of this Agreement by Diamond the Company and the Operating Partnership, respectively, and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Offer and Diamond the Mergers, and the Company Board of Directors has (i) determined that the Merger, upon the terms and subject to the conditions set forth in this Agreement, Offer is advisable, fair to, and in the best interests of, of the holders of Company Common Shares and recommends that such holders accept the Diamond Common Stock, Offer and tender their shares into the Offer and (ii) recommended declared advisable the adoption of Offer and the Merger and the other transactions contemplated by this Agreement and has directed that this Agreement and the transactions contemplated by this Agreement, including the stockholders of Diamond Merger, be submitted for approval and adoption at a special meeting of the holders of Diamond Company Common Stock Shares (the “Diamond Company Stockholder Meeting”) subject to ). The Company, in its capacity as general partner of the terms and conditions set forth in this AgreementOperating Partnership, and (iii) approved has determined that the Partnership Merger and this Agreement and the transactions contemplated hereby for purposes of Section 203 by this Agreement comply with the terms of the DGCL. Such resolutions have not been subsequently rescindedlimited partnership agreement of the Operating Partnership and applicable Law, modified or amended in any way adverse to Ruby, except as contemplated by this Agreementincluding the DRULPA. No other corporate proceedings on the part of Diamond the Company or the Operating Partnership are necessary to authorize this Agreement or to consummate the Merger transactions contemplated by this Agreement other than the receipt of the Diamond Company Stockholder Approval. No other approval of any equity holder or governing body of the Company or of the Operating Partnership is required to approve or adopt this Agreement or the transactions contemplated by this Agreement, including consummation of the Offer. (b) This Agreement has been duly and validly executed and delivered by Diamondthe Company and the Operating Partnership and, subject to receipt of the Company Stockholder Approval in connection with the consummation of the Merger and assuming due authorization, execution and delivery by the other parties theretoeach Purchaser Party, constitutes a legal, valid and binding obligation of Diamondthe Company and the Operating Partnership, enforceable against Diamond the Company and the Operating Partnership in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ic) Subject to receipt of the affirmative vote of a majority of the votes entitled to be cast by the holders of Diamond Company Common Stock Shares at the Diamond Company Stockholder Meeting (the “Diamond Company Stockholder Approval”) with respect to consummation of the Merger, the execution and delivery of this Agreement by Diamond the Company and the Operating Partnership do not, and the performance and consummation by Diamond of its obligations hereunder and under the transactions contemplated hereby, including the Offer and the Mergers, and the performance by the Company and the Operating Partnership of their obligations hereunder will not, conflict with, violate or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation, vesting cancellation or acceleration of any obligation, or result in the triggering of any payments or the loss of a benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Diamond the Company or any Diamond Subsidiary of the Company Subsidiaries under, or require the consent or approval of or notice to any third party or otherwise result in a detriment or default to the Company or any of the Company Subsidiaries under, any provision of (1i) the Diamond Certificate of Incorporation Company Charter or the Diamond Company Bylaws or any provision of the charter, bylaws comparable charter or other organizational documents of any of the Key Diamond Company Subsidiaries, (2ii) any provision loan or credit agreement or note, or any bond, mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of the charterCompany Subsidiaries, bylaws or other organizational documents to which their respective properties or assets are bound or any guarantee by the Company or any of the Company Subsidiaries of any of the Diamond Subsidiaries that are not Key Diamond Subsidiariesforegoing, (3iii) any Contract to which Diamond joint venture or any Diamond Subsidiary is a party or by which any of them or their assets are bound other ownership arrangement or (4iv) assuming the Governmental Consents consents, approvals, authorizations or permits and Filings filings or notifications referred to in Section 3.5 are duly and timely obtained or made and and, in connection with consummation of the Diamond Merger, the Company Stockholder Approval has been obtained, any Law or Order applicable to or binding upon Diamondthe Company or any of the Company Subsidiaries, or any of their respective properties or assets, other than, in the case of any of the foregoing clauses (2ii), (3iii) and (4iv), any of the foregoing that would not reasonably be expected to havesuch conflicts, violations, defaults, rights, Liens or detriments that, individually or in the aggregate, a Diamond Material Adverse Effect(A) would not prevent or materially delay consummation of the Merger or the other transactions contemplated by this Agreement or (B) are not material. (d) The Diamond Stockholder Approval is the only vote of Diamond’s stockholders required to approve and adopt the Agreement.