Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) CCORE and CFLP each has full partnership power and authority as the case may be to execute and deliver this Agreement and, to consummate the transactions. This Agreement has been approved by the sole general partner of each of CCORE and CFLP and no other partnership proceedings on the part of CCORE and CFLP are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE and CFLP of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE and CFLP, and, assuming the due authorization, execution and delivery hereof by Parent, Newco, PSIL, and the Principal, constitutes a valid and legally binding agreement of CCORE and CFLP, enforceable against CCORE and CFLP in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general equitable principles. (b) Subject to the terms of the CCORE License, the execution and delivery of this Agreement by CCORE and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do not and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of CCORE and CFLP under any of the terms, conditions or provisions of (i) the limited partnership agreements of CCORE and CFLP, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to CCORE and CFLP or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit or concession to which either CCORE and CFLP is now a party or by which CCORE or CFLP or any of their respective properties or assets may be bound or affected. (c) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE or CFLP or the consummation by CCORE or CFLP of the transactions contemplated hereby.

Authority; Non-Contravention; Approvals. (a) CCORE 6.4.1 Each of Centerprise and CFLP each Mergersub has full partnership all requisite right, power and authority as the case may be to execute and deliver enter into this Agreement and, and to consummate the transactionstransactions contemplated hereby. This Agreement has been approved by the sole general partner Boards of each Directors of CCORE Centerprise and CFLP Mergersub, and no other partnership corporate proceedings on the part of CCORE and CFLP Centerprise or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE Centerprise and CFLP Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE Centerprise and CFLP, Mergersub and, assuming the due authorization, execution and delivery hereof by Parent, Newco, PSIL, and the PrincipalSeller, constitutes a valid and legally binding agreement of CCORE Centerprise and CFLPMergersub, enforceable against CCORE and CFLP each of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (bii) general equitable principles. (b) Subject to the terms of the CCORE License, the 6.4.2 The execution and delivery of this Agreement by CCORE Centerprise and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do Mergersub does not and will not violate violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of CCORE Centerprise and CFLP Mergersub under any of the terms, conditions or provisions of (i) the limited partnership agreements Certificate of CCORE and CFLPIncorporation or By-laws of Centerprise, (ii) the Certificate of Formation or Operating Agreement of Mergersub, (iii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to CCORE and CFLP Centerprise, Mergersub or any of their respective properties or assets, or (iiiiv) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or concession other instrument, obligation or agreement of any kind to which either CCORE and CFLP Centerprise or Mergersub is now a party or by which CCORE or CFLP Centerprise, Mergersub or any of their respective properties or assets assets, may be bound or affected, except those items described in clause (iii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by Centerprise and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) Centerprise Required Statutory Approvals and except for those items described in (iii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) No the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky " authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Centerprise Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE Centerprise or CFLP Mergersub or the consummation by CCORE Centerprise or CFLP Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of Centerprise and its subsidiaries, taken as a whole (a "Centerprise Material Adverse Effect").

Authority; Non-Contravention; Approvals. (a) CCORE 6.4.1 Each of CenterPoint and CFLP each Mergersub has full partnership all requisite right, power and authority as the case may be to execute and deliver enter into this Agreement and, and to consummate the transactionstransactions contemplated hereby. This Agreement has been approved by the sole general partner Boards of each Directors of CCORE CenterPoint and CFLP Mergersub, and no other partnership corporate proceedings on the part of CCORE and CFLP CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE CenterPoint and CFLP Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE CenterPoint and CFLP, Mergersub and, assuming the due authorization, execution and delivery hereof by ParentSeller, Newco, PSIL, the Company and the PrincipalMembers, constitutes a valid and legally binding agreement of CCORE CenterPoint and CFLPMergersub , enforceable against CCORE and CFLP each of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (bii) general equitable principles. (b) Subject to the terms of the CCORE License, the 6.4.2 The execution and delivery of this Agreement by CCORE CenterPoint and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do Mergersub does not and will not violate violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of CCORE CenterPoint and CFLP Mergersub under any of the terms, conditions or provisions of (i) the limited partnership agreements Certificate of CCORE and CFLPIncorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to CCORE and CFLP CenterPoint or Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or concession other instrument, obligation or agreement of any kind to which either CCORE and CFLP CenterPoint or Mergersub is now a party or by which CCORE or CFLP CenterPoint, Mergersub or any of their respective properties or assets assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) No the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE CenterPoint or CFLP Mergersub or the consummation by CCORE CenterPoint or CFLP Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. (a) CCORE 6.4.1 Each of CenterPoint and CFLP each Mergersub has full partnership all requisite right, power and authority as the case may be to execute and deliver enter into this Agreement and, and to consummate the transactionstransactions contemplated hereby. This Agreement has been approved by the sole general partner Board of each Directors of CCORE CenterPoint and CFLP Mergersub, and no other partnership corporate proceedings on the part of CCORE and CFLP CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE CenterPoint and CFLP Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE CenterPoint and CFLP, Mergersub and, assuming the due authorization, execution and delivery hereof by Parentthe Seller, Newco, PSIL, the Company and the PrincipalMembers, constitutes a valid and legally binding agreement of CCORE CenterPoint and CFLPMergersub, enforceable against CCORE and CFLP each of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (bii) general equitable principles. (b) Subject to the terms of the CCORE License, the 6.4.2 The execution and delivery of this Agreement by CCORE CenterPoint and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do Mergersub does not and will not violate violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of CCORE CenterPoint and CFLP Mergersub under any of the terms, conditions or provisions of (i) the limited partnership agreements Certificate of CCORE and CFLPIncorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to CCORE and CFLP CenterPoint or Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or concession other instrument, obligation or agreement of any kind to which either CCORE and CFLP CenterPoint or Mergersub is now a party or by which CCORE or CFLP CenterPoint, Mergersub or any of their respective properties or assets assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) No the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE CenterPoint or CFLP Mergersub or the consummation by CCORE CenterPoint or CFLP Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. (a) CCORE 6.4.1 Each of CenterPoint and CFLP each Mergersub has full partnership all requisite right, power and authority as the case may be to execute and deliver enter into this Agreement and, and to consummate the transactionstransactions contemplated hereby. This Agreement has been approved by the sole general partner Boards of each Directors of CCORE CenterPoint and CFLP Mergersub, and no other partnership corporate proceedings on the part of CCORE and CFLP CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE CenterPoint and CFLP Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE CenterPoint and CFLP, Mergersub and, assuming the due authorization, execution and delivery hereof by ParentSeller, Newco, PSIL, the Company and the PrincipalPartners, constitutes a valid and legally binding agreement of CCORE CenterPoint and CFLPMergersub, enforceable against CCORE and CFLP each of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (bii) general equitable principles. (b) Subject to the terms of the CCORE License, the 6.4.2 The execution and delivery of this Agreement by CCORE CenterPoint and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do Mergersub does not and will not violate violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of CCORE and CFLP CenterPoint or Mergersub under any of the terms, conditions or provisions of (i) the limited partnership agreements Certificate of CCORE and CFLPIncorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to CCORE and CFLP CenterPoint or Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or concession other instrument, obligation or agreement of any kind to which either CCORE and CFLP CenterPoint or Mergersub is now a party or by which CCORE or CFLP CenterPoint, Mergersub or any of their respective properties or assets assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ci) No the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE CenterPoint or CFLP Mergersub or the consummation by CCORE CenterPoint or CFLP Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. (a) CCORE 6.4.1 Each of Centerprise and CFLP each Mergersub has full partnership all requisite right, power and authority as the case may be to execute and deliver enter into this Agreement and, and to consummate the transactionstransactions contemplated hereby. This Agreement has been approved by the sole general partner Board of Directors of Centerprise and each of CCORE and CFLP Mergersub, and no other partnership corporate proceedings on the part of CCORE and CFLP Centerprise or each Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE Centerprise and CFLP each Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE Centerprise and CFLP, each Mergersub and, assuming the due authorization, execution and delivery hereof by Parent, Newco, PSIL, and each of the Principal, Companies constitutes a valid and legally binding agreement of CCORE Centerprise and CFLPeach Mergersub, enforceable against CCORE and CFLP each of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (bii) general equitable principles. (b) Subject to the terms of the CCORE License, the 6.4.2 The execution and delivery of this Agreement by CCORE Centerprise and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby each Mergersub do not and will not violate violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of CCORE and CFLP Centerprise or any Mergersub under any of the terms, conditions or provisions of (i) the limited partnership agreements Certificate of CCORE and CFLPIncorporation or By-laws of Centerprise or any Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to CCORE and CFLP Centerprise or any Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or concession other instrument, obligation or agreement of any kind to which either CCORE and CFLP Centerprise or any Mergersub is now a party or by which CCORE or CFLP Centerprise, each Mergersub or any of their respective properties or assets assets, may be bound or affected. The consummation by Centerprise or any Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) Centerprise Required Statutory Approvals (as defined in Section 6.4.3) and, in the case of the terms, conditions or provisions of the items described in clause (iii) above, to obtaining (prior to the Closing Date) consents required from commercial lenders, lessors or other third parties. 6.4.3 Except with respect to (ci) No the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or blue sky authorities, and (ii) any filing which may be required under the HSR Act (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "Centerprise Required Statutory Approvals") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE Centerprise or CFLP any Mergersub or the consummation by CCORE Centerprise or CFLP any Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of Centerprise and its subsidiaries, taken as a whole (a "Centerprise Material Adverse Effect").

Authority; Non-Contravention; Approvals. (a) CCORE VI.4.1 Each of CenterPoint and CFLP each Mergersub has full partnership all requisite right, power and authority as the case may be to execute and deliver enter into this Agreement and, and to consummate the transactionstransactions contemplated hereby. This Agreement has been approved by the sole general partner Board of each Directors of CCORE CenterPoint and CFLP Mergersub, and no other partnership corporate proceedings on the part of CCORE and CFLP CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CCORE CenterPoint and CFLP Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CCORE CenterPoint and CFLP, Mergersub and, assuming the due authorization, execution and delivery hereof by ParentManagement, Newco, PSIL, the Company and the PrincipalMembers, constitutes a valid and legally binding agreement of CCORE CenterPoint and CFLPMergersub, enforceable against CCORE and CFLP each of them in accordance with its terms, except that such enforcement may be subject to (ai) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ ' rights generally and (bii) general equitable principles. (b) Subject to the terms of the CCORE License, the VI.4.2 The execution and delivery of this Agreement by CCORE CenterPoint and CFLP and the consummation by CCORE and CFLP of the transactions contemplated hereby do Mergersub does not and will not violate violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of CCORE CenterPoint and CFLP Mergersub under any of the terms, conditions or provisions of (i) the limited partnership agreements Certificate of CCORE and CFLPIncorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to CCORE and CFLP CenterPoint, Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit permit, concession, contract, lease or concession other instrument, obligation or agreement of any kind to which either CCORE and CFLP CenterPoint or Mergersub is now a party or by which CCORE or CFLP CenterPoint, Mergersub or any of their respective properties or assets assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. VI.4.3 Except with respect to (ci) No the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, 30 licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CCORE CenterPoint or CFLP Mergersub or the consummation by CCORE CenterPoint or CFLP Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").