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

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the execution and delivery ------------ of this Agreement by the Company do not 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 requirement to redeem, 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 the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "Company 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 the Company or the consummation by the Company 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has full Parent and Subsidiary each have all necessary corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the CompanyParent and Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company Parent set forth in Sections 6.16.2, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 7.14 and 7.14 7.15 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approvalenforceable. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affectedbound. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval (as defined in Section 4.4(c)) and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Proxy Statement and Prospectus (as defined in Section 4.9) with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and or (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c5.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the CompanyParent and Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or byBy-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) ), in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third partiesparties each as listed in Section 5.3 of the Parent Schedule that has been provided by Parent to the Company on or prior to the date hereof that expressly relates to this Agreement (the "Parent Schedule"). Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or otherwise) or results of operations of the Parent and its subsidiaries taken as a whole. (c) Except for (i) the filings by Parent and the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, ") (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware New York in connection with the Merger and (iii) the filing of the Registration Statement and the Schedule 14D-1 with the SEC (the filings and approvals referred to in clauses (i), (ii) through and (iii) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has The execution and delivery of this Agreement, and the consummation by Parent and Subsidiary of the transactions contemplated hereby, have been approved duly authorized by the Parent's and Subsidiary's Board of Directors Directors, respectively, and by Parent as sole shareholder of the Companysubsidiary, and no other corporate proceedings on the part of the Company Parent or subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, and the consummation by the Company Parent and subsidiary of the transactions contemplated hereby. The Board of Directors , except for the obtaining of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies thereforParent Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryCompany, constitutes a valid and legally binding agreement of the Company, each Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally generally; and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by each of Parent and Subsidiary do not, and the Company do not consummation by Parent and Subsidiary of the transactions contemplated hereby will not, 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiaries, ; (ii) subject to obtaining the Parent Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit permit, or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded excluding from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by Title II of the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"); and (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware Nevada in connection with the Merger Merger, (the filings and approvals referred to in clauses (i) through and (iiiii) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company Parent and Subsidiary each has full all requisite corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the Offer, the Merger and the other transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of Parent and Subsidiary and the Companysole stockholder of Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by each of Parent and Subsidiary, and constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4The execution, the execution delivery and delivery ------------ performance of this Agreement by each of Parent and Subsidiary and the Company consummation of the Offer, the Merger and the other transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with with, or without notice or lapse of time or both, would constitute a default) under, or result in the termination ofof or a loss of a benefit under, or accelerate the performance required by, or result in a requirement to redeem, 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 the Company Parent or any of its subsidiaries Subsidiary under any of the terms, conditions or provisions of (i) the respective charters certificates of incorporation or by-laws bylaws of the Company Parent or any of its subsidiaries, ; (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 the Company Parent or any of its subsidiaries or any of their respective properties or assets assets; or (iii) any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses ; other than (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (babove), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges Liens that could not reasonably be expected to prevent or encumbrances that would not, in delay the aggregate, have a Company Material Adverse Effectconsummation of the Offer or the Merger. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, ; (ii) the competition filing required by the Bundeskartellamt; (iii) publication after consummation of the Offer of an "ad hoc" disclosure pursuant to Section 15 of the German Securities Trading Act; (iv) the filing of the Proxy Statement and Prospectus Offer Documents with the SEC pursuant to and such other reports under and such compliance with the Exchange Act and the Securities Act and the declaration of rules and regulations thereunder as may be required in connection with this Agreement and the effectiveness thereof by the SEC and filings with various state blue sky authorities and other transactions contemplated thereby; (iiiv) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger Merger; (vi) the filing of reports with the U.S. Department of Commerce regarding foreign direct investment in the United States; (vii) compliance with the rules and regulations of New York Stock Exchange; and (viii) compliance with state securities or Blue Sky Laws, (the filings and approvals referred to in clauses (i) through (iiivi) above are collectively referred to as the "Company Parent 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 Governmental Authority is necessary for the execution and delivery of this Agreement by the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary of the transactions contemplated hereby, and to the knowledge of the executive officers of Parent and Parent's Medical Engineering Group, no statute, rule, regulation, executive order, decree, ruling, judgment, decision, order or injunction of any court or Governmental Authority is in effect or is proposed which would make the consummation of the Merger illegal other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, laws referred to in the aggregate, have a Company Material Adverse Effectclauses (i) through (viii) of this sentence.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and --------------------------------------- Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of Parent and Subsidiary and the Companysole stockholder of Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third partiesApprovals. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent and the Company required by the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the ------- filing of the Proxy Registration Statement and Proxy Statement/ Prospectus (as such terms are defined in Section 4.9) with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the --- "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities ------------- ---------- Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger Merger, and (iv) any required filings with or approvals from the NYSE NYSE, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) The --------------------------------------- Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.2, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 7.10 and 7.14 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth disclosed in Schedule 5.4Section 5.4(b) of the Company Disclosure Schedule, the execution and delivery ------------ of this Agreement by the Company do not 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 requirement to redeem, 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 the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Stockholders' Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third partiesparties as specified in Section 5.4(b) of the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Statement/Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and Act, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger and (iv) any required filings with or approvals from applicable state environmental authorities, public service commissions or similar governmental regulatory agencies (e.g. New York Trade Waste Commission) and public utility commissions (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company 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 the Company or the consummation by the Company 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, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (ia) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (iib) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.2, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 7.10 and 7.14 7.12 is valid, legally binding and enforceable (subject as aforesaid) notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth disclosed in Schedule 5.4Section 5.4(b) of the Company Disclosure Schedule, the execution and delivery ------------ of this Agreement by the Company do not 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 requirement to redeem, 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 the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Stockholders' Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third partiesparties as specified in Section 5.4(b) of the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Statement/Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and Act, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger and (iv) any required filings with or approvals from applicable state environmental authorities, public service commissions or similar governmental regulatory agencies (e.g. New York Trade Waste Commission) and public utility commissions (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company 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 the Company or the consummation by the Company 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, would not, in the aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of the Company Material Adverse Effectand its subsidiaries, taken as a whole.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate Parent and Subsidiary each have all requisite limited liability company power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the Merger and the other transactions contemplated hereby. This Agreement has been approved by the Board Manager of Directors Parent and adopted by the Manager of Subsidiary and the Company, and no Merger has been approved by the sole member of Subsidiary in accordance with applicable law. No other corporate proceedings limited liability company proceeding on the part of the Company are Parent or Subsidiary is necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Companyeach of Parent and Subsidiary, enforceable against the Company each of them in accordance with its terms, except to the extent that such enforcement enforceability may be subject to (i) limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or of general applicability relating to enforcement or affecting creditors’ rights or by a court’s application of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4The execution, the execution delivery and delivery ------------ performance of this Agreement by each of Parent and Subsidiary and the Company consummation of the Merger and the other transactions contemplated hereby do not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with with, or without notice or lapse passage of time or both, would constitute a default) under, or result in the termination ofof or a loss of a benefit under, or accelerate the performance required by, or result in a requirement to redeem, 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 the Company Parent or any of its subsidiaries Subsidiary under any of the terms, conditions or provisions of (i) the respective charters certificates of formation, operating agreements (or by-laws equivalent documents) of the Company Parent or any of its subsidiaries, including Subsidiary; (ii) subject to the Merger Filing and the Delaware Filing, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Authority applicable to the Company Parent or any of its subsidiaries subsidiaries, including Subsidiary or any of their respective properties or assets assets; or (iii) any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries subsidiaries, including Subsidiary is now a party or by which the Company Parent or any of its subsidiaries subsidiaries, including Subsidiary or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses ; other than (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are above) such violations, conflicts, breaches, defaults, terminations, losses of benefit, accelerations or creations of liens, security interests, charges or encumbrances Liens that would not, in not reasonably be expected to prevent or delay the aggregate, have a Company Material Adverse Effectconsummation of the Merger. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with and the Secretary of State of the State of Delaware in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "Company Required Statutory Approvals")Filing, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Authority is necessary for the execution and delivery of this Agreement by the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has The execution and delivery of this Agreement, and the consummation by Parent and Subsidiary of the transactions contemplated hereby, have been approved duly authorized by the Subsidiary's managers, and by Parent's Board of Directors Directors, as Parent is the sole member of the CompanySubsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, and the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors , except for the obtaining of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies thereforParent Required Statutory Approvals. This Agreement has been duly and validly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and SubsidiaryCompany, constitutes a valid and legally binding agreement of the Company, each Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally generally; and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by each of Parent and Subsidiary do not, and the Company do not consummation by Parent and Subsidiary of the transactions contemplated hereby will not, 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws organizational documents of the Company Parent or any of its subsidiaries, ; (ii) subject to obtaining the Parent Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit permit, or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets assets; or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded excluding from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent Parent, Subsidiary, First National Insurance Company ("First National") and the Company as may be required by Nebraska law, and approvals as may be required from the HSR Act, State of Nebraska Insurance Department (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware Nebraska in connection with the Merger Merger, and (iii) filings with the U.S. Securities and Exchange Commission and the New York Stock Exchange by the Parent as may be required by applicable law (the filings and approvals referred to in clauses (i), (ii) through and (iii) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c5.3(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the CompanyParent and Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or byBy-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) ), in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third partiesparties each as listed in Section 5.3 of the Parent Schedule that has been provided by Parent to the Company on or prior to the date hereof that expressly relates to this Agreement (the "Parent Schedule"). Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or otherwise) or results of operations of the Parent and its subsidiaries taken as a whole. (c) Except for (i) the filings by Parent and the Company required by the Hart-Scott- Rodino Antitrusx Xxxxxxxmexxx Xxt of 1976, as amended (the "HSR Act, ") (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware New York in connection with the Merger and (iii) the filing of the Registration Statement and the Schedule 14D-1 with the SEC (the filings and approvals referred to in clauses (i), (ii) through and (iii) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c))Approvals, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of Parent and Subsidiary and by the Companysole stockholder of Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a the valid and legally binding agreement of the Companyeach of Parent and Subsidiary, enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by each of Parent and Subsidiary does not, and the Company do not performance of this Agreement and the transactions contemplated hereby by Parent and Subsidiary will not, 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under subsidiaries, including Subsidiary, under, any of the terms, conditions or provisions of (i) the respective charters or byCertificate of Incorporation, By-laws Laws and/or other organizational documents of the Company Parent, Subsidiary or any of its Parent's other subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority authority, domestic or foreign, applicable to the Company Parent, Subsidiary or any of its Parent's other subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent, Subsidiary or any of its Parent's other subsidiaries is now a party or by which the Company Parent, Subsidiary or any of its Parent's other subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third partiesbound. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "Company 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 authority, domestic or foreign, is necessary for the execution and delivery of this Agreement by the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Parent Material Adverse Effect, or affect Subsidiary's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Merger Sub have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c))Approvals, to consummate the transactions contemplated hereby. This Agreement has been approved by the Board respective boards of Directors directors of Parent and Merger Sub and by Parent as the Company, sole stockholder of Merger Sub and no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof thereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, Parent and Merger Sub enforceable against the Company each of them in accordance with its terms, except that as such enforcement may be subject to limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4Section 4.2(b) of the Parent Disclosure Schedule, the execution and delivery ------------ of this Agreement by the Company Parent and Merger Sub do not 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 requirement to redeem, or result in a right of termination or acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of the Company Parent or any of its subsidiaries Subsidiaries, under any of the terms, conditions or provisions of (i) the respective charters or charters, by-laws laws, partnership agreements, trust declarations, or other similar organizational instruments of the Company Parent or any of its subsidiaries, Subsidiaries; (ii) except as would, individually or in the aggregate together with such other violations, conflicts, breaches, defaults, terminations, accelerations, payments, compensations or creations of Liens as apply to the terms, conditions or provisions described in clause (iii) below or the subsequent sentence, not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority Governmental Entity applicable to the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets assets; or (iii) except as would, individually or in the aggregate together with such other violations, conflicts, breaches, defaults, terminations, accelerations, payments, compensations or creations of Liens as apply to the terms, conditions or provisions described in clause (ii) above or the subsequent sentence, not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries Subsidiaries is now a party or by which the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets may be bound or affected. The Except as would, individually or in the aggregate together with such other violations, conflicts, breaches, defaults, terminations, accelerations, payments, compensations or creations of Liens as apply to the terms, conditions or provisions described in clauses (ii) and (iii) above, not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement, the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby by this Agreement will not result in any violation, conflict, breach, termination, acceleration or creation of liens any Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (xA) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval Approvals, and (yB) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to those consents that have been obtained as of the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences date of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse EffectAgreement. (c) Except for (i) the Parent Required Statutory Approvals and filings by Parent with and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof actions by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Proxy Statement, and except as would, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the ability of Parent or Merger (the filings and approvals referred Sub to in clauses (i) through (iii) above are collectively referred to as the "Company Required Statutory Approvals")perform its obligations under this Agreement, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority Governmental Entity is necessary for the execution and or delivery of this Agreement by the Company Parent or Merger Sub or the consummation by the Company Parent or Merger Sub 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the CompanyParent and Subsidiary and Parent in its capacity as sole stockholder of Subsidiary, and no other corporate proceedings on the part of the Company are necessary to authorize the Parent or Subsidiary are (b) The execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company each of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the execution and delivery ------------ of this Agreement by the Company Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws bylaws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, not have a Company Parent Material Adverse Effect. (c) Except for (i) the any filings by Parent and the Company required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and any necessary filings with various state blue sky authorities and securities commissions, (iii) the making of the Merger Filing Filings with the Secretary of State of the State States of California and Delaware in connection with the Merger Merger, (iv) any required filings with or approvals from The Nasdaq Stock Market, Inc. ("Nasdaq"), and (v) any required filings with applicable state regulatory authorities (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Parent 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 the Company or the consummation by the Company 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, would not, in the aggregate, have a Company Material Adverse Effect.this

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Merger Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board Boards of Directors of Parent and Merger Subsidiary and the Companysole stockholder of Merger Subsidiary, and no other corporate proceedings on the part of the Company Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, each of Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Merger Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4The execution, the execution delivery and delivery ------------ performance of this Agreement by each of Parent and Merger Subsidiary and the Company consummation of the Merger and the transactions contemplated hereby do not and will not 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 requirement to redeem, or result in a right of termination or acceleration under, or or, other than in the case of Parent's senior indebtedness, result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters certificates or by-laws articles of the Company incorporation, articles of organization, bylaws or operating agreements of Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets assets, subject, in the case of consummation, to obtaining (prior to the Effective Time) the Parent Required Statutory Approvals (as defined in Section 3.02(c)), or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a "Contract" and collectively "Contracts") to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflictother than, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply ) (solely to the terms, conditions or provisions described in extent such clause relates to organizational documents of Parent's subsidiaries) and clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Company Parent Material Adverse EffectEffect and would not materially delay the consummation of the Merger. (c) Except for (i) the filings by Parent and the Company required by the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (iixx) the filing of the Proxy Statement and Prospectus applicable filings, if any, with the SEC pursuant to the Securities Exchange Act and of 1934, as amended (the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and "Exchange Act"), (iii) the making filing of the Articles of Merger Filing with the Secretary of State of the State of Delaware Nevada in connection with the Merger Merger, and (iv) filings with and approvals by any regulatory authority (individually, a "Gaming Authority" and collectively, "Gaming Authorities") with jurisdiction over Parent's or the Company's gaming operations required under any Federal, state, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated casino and gaming activities and operations of Parent or the Company, including the Nevada Gaming Control Act and the rules and regulations promulgated thereunder, New Jersey Casino Control Act and the rules and regulations promulgated thereunder, the Illinois Riverboat Gambling Act and the rules and regulations promulgated thereunder, the Mississippi Gaming Control Act and the rules and regulations promulgated thereunder, and the Michigan Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the "Gaming Laws") (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Parent 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 the Company Parent or Merger Subsidiary or the consummation by the Company Parent or Merger Subsidiary 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, would not, in the aggregate, not reasonably be expected to have a Company Parent Material Adverse EffectEffect and would not materially delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the Company, Parent and Subsidiary and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval (as defined in Section 4.4(c)) and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Joint Proxy Statement and Statement/Prospectus (as defined in Section 4.9) with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger Merger, (iv) any required filing with the Interstate Commerce Commission ("ICC") or the Department of Transportation ("DOT") and (v) any required filings or approvals under the Interstate Commerce Act or filings with or approvals from the DOT, the Federal Communications Commission, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iiiv) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the Offer, the Merger and the other transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of Parent and Subsidiary and the Companysole stockholder of Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4The execution, the execution delivery and delivery ------------ performance of this Agreement by each of Parent and Subsidiary and the Company consummation of the Offer and the Merger and the other transactions contemplated hereby do not and will not 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 requirement to redeem, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters certificates of incorporation or by-laws bylaws of the Company Parent or any of its subsidiaries, (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 the Company Parent or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, ; subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval (as defined in Section 6.2(c) hereof), and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would not, in could not reasonably be expected to prevent or delay the aggregate, have a Company Material Adverse Effectconsummation of the Offer or the Merger. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the merger filing required by the Bundeskartellamt and (iii) publication after consummation of the Offer of an "ad hoc" disclosure pursuant to Section 15 of the German Securities Trading Act, (iv) the filing of the Offer Documents, the Information Statement, the Schedule 14D-9 and the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and Act, (iiiv) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger Merger, and (vi) the filing of reports with the U.S. Department of Commerce regarding foreign direct investment in the United States (the filings and approvals referred to in clauses (i) through (iiivi) above are collectively referred to as the "Company Parent 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 Governmental Authority is necessary for the execution and delivery of this Agreement by the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, the consummation by the Company of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 7.8 and 7.14 7.10 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.45.4(b), the execution and --------------- delivery ------------ of this Agreement by the Company do not 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 requirement to redeem, 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 the Company or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The Except as set forth in Schedule 5.4(b), the consummation by the --------------- Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Stockholders' Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Joint Proxy Statement and Statement/Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger and (iv) any required filings or approvals under the Interstate Commerce Act or filings with or approvals from the DOT, the Federal Communications Commission, applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company 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 the Company or the consummation by the Company 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, would not, in the aggregate, have a Company Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Merger Subsidiary each have full corporate or organizational power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has and the Merger have been approved and adopted by the Board Boards of Directors of the CompanyParent and Merger Subsidiary and the sole stockholder of Merger Subsidiary, and no other corporate or similar proceedings on the part of the Company Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Merger Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Company, each of Parent and Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by Parent MRG and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Merger Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4The execution, the execution delivery and delivery ------------ performance of this Agreement by each of Parent and Merger Subsidiary and the Company consummation of the Merger and the transactions contemplated hereby do not and will not 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 requirement to redeem, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Company Parent or any of its subsidiaries Subsidiaries under any of the terms, conditions or provisions of (i) the respective charters certificates or by-laws articles of the Company incorporation, articles of organization, bylaws or operating agreements of Parent or any of its subsidiariesSubsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets subject, in the case of consummation, to obtaining prior to the Effective Time the Parent Required Statutory Approvals or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (each a “Contract” and collectively “Contracts”) to which the Company Parent or any of its subsidiaries Subsidiaries is now a party or by which the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences sentence of this paragraph (b), insofar as they apply it applies to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Company Parent Material Adverse EffectEffect and would not delay or hinder the consummation of the Merger. (c) Except for (i) the filings by the Parent and the Company required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Proxy Statement and Prospectus applicable filings, if any, with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and Act, if applicable, (iii) the making filing of the Articles of Merger Filing with the Secretary of State of the State of Delaware Michigan in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "Company “Parent Required Statutory Approvals")”) and (iv) notices, filings and approvals required by Gaming Laws and Gaming Authorities, 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 the Company Parent and Merger Subsidiary or the consummation by the Company Parent and Merger Subsidiary 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, would not, in the aggregate, not reasonably be expected to have a Company Parent Material Adverse EffectEffect and would not delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Company Each of Parent and Cereus Acquiring Sub has full corporate power and authority to enter into this Agreement and, subject to the Company Parent Stockholders' Approval (as defined in Section 7.36.3(b)) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated herebyTransactions. This Agreement has been approved by the Board of Directors of the Company, each of Parent and Cereus Acquiring Sub and no other corporate proceedings proceeding on the part of the Company are Parent or Cereus Acquiring Sub is necessary to authorize the execution and delivery of this Agreement orand, except for the Company Parent Stockholders' Approval, the consummation by the Company Parent and Cereus Acquiring Sub of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies thereforTransactions. This Agreement has been duly executed and delivered by the Company, each of Parent and Cereus Acquiring Sub and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe other parties hereto, constitutes a valid and legally binding agreement of the Companyeach of Parent and Cereus Acquiring Sub, enforceable against the Company each in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Cereus Acquiring Sub do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries Subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiariesSubsidiaries, (ii) other than as provided in Section 4.4(c), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets or (iii) except as set forth in Section 4.4(b) of the Parent Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries Subsidiaries is now a party or by which the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company each of Parent and Cereus Acquiring Sub of the transactions contemplated hereby Transactions will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the immediately preceding sentence, subject (xA) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Parent Stockholder's Approval and (yB) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have result in a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Registration Statement and Joint Proxy Statement/ Prospectus with the SEC pursuant to the Exchange Act and the Securities Act Act, and the declaration of the effectiveness thereof by the SEC and filings with various or approvals from state blue sky authorities and authorities, (iiiii) the making of the Merger Filing Filing, (iii) the filings by Parent required by the HSR Act and (iv) any required filings with or approvals from the Secretary of State of the State of Delaware in connection with the Merger NASDAQ or NASD (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Required Statutory ApprovalsPARENT 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 the Company Parent or the consummation by the Company Parent of the transactions contemplated herebyTransactions, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have result in a Company Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company Each of Parent and Cereus Acquiring Sub has full corporate power and authority to enter into this Agreement and, subject to the Company Parent Stockholders' Approval (as defined in Section 7.36.3(b)) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated herebyTransactions. This Agreement has been approved by the Board of Directors of the Company, each of Parent and Cereus Acquiring Sub and no other corporate proceedings proceeding on the part of the Company are Parent or Cereus Acquiring Sub is necessary to authorize the execution and delivery of this Agreement orand, except for the Company Parent Stockholders' Approval, the consummation by the Company Parent and Cereus Acquiring Sub of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies thereforTransactions. This Agreement has been duly executed and delivered by the Company, each of Parent and Cereus Acquiring Sub and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe other parties hereto, constitutes a valid and legally binding agreement of the Companyeach of Parent and Cereus Acquiring Sub, enforceable against the Company each in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Cereus Acquiring Sub do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries Subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiariesSubsidiaries, (ii) other than as provided in Section 4.4(c), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets or (iii) except as set forth in Section 4.4(b) of the Parent Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries Subsidiaries is now a party or by which the Company Parent or any of its subsidiaries Subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company each of Parent and Cereus Acquiring Sub of the transactions contemplated hereby Transactions will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the immediately preceding sentence, subject (xA) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Parent Stockholder's Approval and (yB) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have result in a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Registration Statement and Joint Proxy Statement/Prospectus with the SEC pursuant to the Exchange Act and the Securities Act Act, and the declaration of the effectiveness thereof by the SEC and filings with various or approvals from state blue sky authorities and authorities, (iiiii) the making of the Merger Filing Filing, (iii) the filings by Parent required by the HSR Act and (iv) any required filings with or approvals from the Secretary of State of the State of Delaware in connection with the Merger NASDAQ or NASD (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Required Statutory ApprovalsPARENT 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 the Company Parent or the consummation by the Company Parent of the transactions contemplated herebyTransactions, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have result in a Company Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the CompanyParent and Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent the Company and Subsidiarythe Seller, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affectedbound. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby by this Agreement will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Stockholder's Approval Approvals, and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Parent Material Adverse Effect. (c) Except for (i) the filings by Parent and the Company required by the HSR Act, (ii) the filing of the Proxy Statement and Prospectus with the SEC pursuant to the Exchange Act and the Securities Act and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger (the filings and approvals referred to in clauses (i) through (iii) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Parent Material Adverse EffectEffect or affect Subsidiary's ability to consummate the Merger.

Authority; Non-Contravention; Approvals. (a) The Company Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and, subject to the Company Stockholders' Approval (as defined in Section 7.3) and the Company Required Statutory Approvals (as defined in Section 5.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board of Directors of the Companyeach of Parent and Merger Sub, and by Parent as sole stockholder of Merger Sub, and no other corporate proceedings on the part of the Company either Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or, except for the Company Stockholders' Approval, or the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Merger Sub, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company set forth in Sections 6.1, 6.5, 7.1, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 and 7.14 is valid, legally binding and enforceable notwithstanding the absence of the Company Stockholders' Approval. (b) Except as set forth in Schedule 5.4The execution, the execution delivery and delivery ------------ performance of this Agreement by each of Parent and Merger Sub and the Company consummation of the transactions contemplated hereby do not and will not 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 requirement to redeem, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any lien, security interest, charge interest or encumbrance upon any of the properties or assets of the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters certificates of incorporation or by-laws or similar organizational documents of the Company Parent, Merger Sub or any subsidiary of its subsidiariesParent, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court federal, state, local or other governmental authority or regulatory agency, commission, department or other governmental subdivision, court, tribunal or body, taxing authority or quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority (each, a "GOVERNMENTAL Authority") applicable to the Company Parent, Merger Sub or any subsidiary of its subsidiaries Parent or any of their respective properties or assets assets, subject in the case of consummation, to obtaining the Parent Required Statutory Approvals, or (iii) any noteloan or credit agreement, interest rate swap, cap or collar agreement or other agreement designed to protect against fluctuations in interest rates, pledge agreement, security agreement, deed of trust, bond, debenture, note, mortgage, indenture, deed of trust, license, franchise, permit, concession, contractguarantee, lease or other instrumentcontract, obligation commitment, obligation, undertaking, concession, franchise or agreement of any kind license (each, including all amendments thereto, a "CONTRACT") to which the Company Parent, Merger Sub or any subsidiary of its subsidiaries Parent is now a party or by which the Company Parent, Merger Sub or any subsidiary of its subsidiaries Parent or any of their respective properties or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflictother than, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b)above, are such violations, conflicts, breaches, defaults, terminations, accelerations accelerations, offers, prepayments or creations of liens, security interests, charges interests or encumbrances that would not, in the aggregate, not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Parent and its subsidiaries, taken as a whole, or prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated hereby. (c) Except for (i) the filings by Parent and the Company Merger Sub required by the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XXX"), (iixx) the filing applicable requirements of the Proxy Statement and Prospectus with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the Securities Act rules and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and regulations promulgated thereunder, (iii) the making filing and recordation of appropriate merger documents as required by the DGCL and (iv) any filings with or approvals from (x) the Federal Energy Regulatory Commission ("FERC"), (y) the New York State Public Service Commission ("NYPSC") and (z) such other Governmental Authorities, if any, listed on Schedule 3.02 (c) of the Merger Filing with the Secretary of State of the State of Delaware in connection with the Merger Parent Disclosure Schedule (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Required Statutory ApprovalsPARENT 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 Governmental Authority is necessary for the execution and delivery of this Agreement by the Company Parent or Merger Sub or the consummation by the Company Parent and Merger Sub 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, would not, individually and in the aggregate, have a Company Material Adverse Effectwould not impair in any material respect the ability of Parent or Merger Sub to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the Merger.

Authority; Non-Contravention; Approvals. (a) The Company has Parent and Subsidiary each have full corporate power and authority to enter into this Agreement and, subject to the Company Parent Stockholders' Approval (as defined in Section 7.37.3(b)) and the Company Parent Required Statutory Approvals (as defined in Section 5.4(c4.4(c)), to consummate the transactions contemplated hereby. This Agreement has been approved by the Board Boards of Directors of the CompanyParent and Subsidiary, and no other corporate proceedings on the part of the Company Parent or Subsidiary are necessary to authorize the execution and delivery of this Agreement or, except for the Company Parent Stockholders' Approval, the consummation by the Company Parent and Subsidiary of the transactions contemplated hereby. The Board of Directors of the Company has recommended that the Merger be approved by the stockholders of the Company and has authorized the solicitation of proxies therefor. This Agreement has been duly executed and delivered by the Companyeach of Parent and Subsidiary, and, assuming the due authorization, execution and delivery hereof by Parent and Subsidiarythe Company, constitutes a valid and legally binding agreement of the Company, each of Parent and Subsidiary enforceable against the Company each of them in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Without limitation of the foregoing, each of the covenants and obligations of the Company Parent set forth in Sections 6.16.2, 6.5, 7.1, 7.2, 7.3, 7.6, 7.7, 7.8, 7.10, 7.13 7.10 and 7.14 7.12 is valid, legally binding and enforceable notwithstanding the absence of the Company Parent Stockholders' Approval. (b) Except as set forth in Schedule 5.4, the The execution and delivery ------------ of this Agreement by the Company each of Parent and Subsidiary do not 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 requirement to redeem, 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 the Company Parent or any of its subsidiaries under any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Parent or any of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Parent or any of its subsidiaries is now a party or by which the Company Parent or any of its subsidiaries or any of their respective properties or assets may be bound or affected. The consummation by the Company Parent and Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, acceleration or creation of liens under any of the terms, conditions or provisions described in clauses (i) through (iii) of the preceding sentence, subject (x) in the case of the terms, conditions or provisions described in clause (ii) above, to obtaining (prior to the Effective Time) the Company Parent Required Statutory Approvals and the Company Parent Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Effective Time) consents required from commercial lenders, lessors or other third parties. Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, have a Company Material Adverse Effect.material adverse effect on the (c) Except for (i) the filings by Parent and the Company required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Joint Proxy Statement and Statement/Prospectus (as defined in Section 4.9) with the SEC Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), and the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities and authorities, (iii) the making of the Merger Filing with the Secretary of State of the State of Delaware California in connection with the Merger Merger, and (iv) any required filings with or approvals from applicable state environmental authorities, public service commissions and public utility commissions (the filings and approvals referred to in clauses (i) through (iiiiv) above are collectively referred to as the "Company Parent 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 the Company Parent or Subsidiary or the consummation by the Company Parent or Subsidiary 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, would not, in the aggregate, have a Company Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or other) or results of operations of Parent and its subsidiaries, taken as a whole.