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

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of CenterPoint and Mergersub, and no other corporate proceedings on the part of CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint and Mergersub and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the Partners, constitutes a valid and legally binding agreement of CenterPoint and Mergersub, enforceable against 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. 6.4.2 The execution and delivery of this Agreement by CenterPoint and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint or Mergersub 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 CenterPoint or Mergersub is now a party or by which CenterPoint, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CenterPoint or Mergersub or the consummation by CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

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

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint (a) Parent and Mergersub has Merger Sub have all requisite right, necessary power and authority to enter into execute and deliver this Agreement and Agreement, to perform their respective obligations hereunder and, subject to obtaining the Required Parent Stockholder Vote to consummate the Merger and the other transactions contemplated herebyby this Agreement. This Agreement has The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the Merger and the other transactions contemplated by this Agreement, have been approved duly authorized by all necessary corporate action on the Boards part of Directors of CenterPoint Parent and MergersubMerger Sub, and no other corporate proceedings on the part of CenterPoint Parent or Mergersub Merger Sub are necessary to authorize this Agreement or to consummate the execution Merger or the other transactions contemplated by this Agreement other than (i) the filing and delivery recordation of the Certificate of Merger as required by the DGCL, (ii) obtaining the Required Parent Stockholder Vote and (iii) approval of this Agreement or by Parent as the consummation by CenterPoint and Mergersub sole stockholder of the transactions contemplated herebyMerger Sub. This Agreement has been duly executed and delivered by CenterPoint Parent and Mergersub Merger Sub and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersCompany, constitutes a valid and legally binding agreement obligations of CenterPoint Parent and Mergersub, Merger Sub enforceable against each of them Parent and Merger Sub in accordance with its terms, except that as such enforcement enforceability may be subject to (i) limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or Laws relating to enforcement or affecting the rights and remedies of creditors' rights creditors generally and the effect of general principles of equity (ii) general equitable principlesregardless of whether such enforceability is considered in a Proceeding in equity or at law). 6.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by CenterPoint Parent and Mergersub Merger Sub and the consummation of the Merger and the other transactions contemplated hereby does not and will not violate, conflict with with, give rise to the right to modify or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or require any offer to purchase or any prepayment of any debt, or result in the creation of any Lien upon any of the properties or assets of CenterPoint Parent or Mergersub any of its Subsidiaries under any of the terms, conditions or provisions of (i) the Certificate respective certificate of Incorporation incorporation or By-laws bylaws or similar governing documents of CenterPoint Parent or Mergersubany of its Subsidiaries, (ii) any statute, lawLaw, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority Entity applicable to CenterPoint Parent or Mergersub any of its Subsidiaries or any of their respective properties or assets, subject to obtaining the Parent Required Statutory Approvals, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Parent Permit or other instrument, obligation or agreement of any kind Contract to which CenterPoint Parent or Mergersub any of its Subsidiaries is now a party or by which CenterPoint, Mergersub Parent or any of its Subsidiaries or any of their respective properties or assets, assets may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subjectother than, in the case of the terms, conditions or provisions of the items described in clause (ii) and (iii) above, such violations, conflicts, rights to obtaining modify, breaches, defaults, terminations, accelerations or creations of Liens, security interests or encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (prior to c) Except for (i) the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in filings by Parent or Merger Sub required by the HSR Act, (ii) above relating to regulatingthe filings by the Parent or Merger Sub required by Antitrust Laws of foreign jurisdictions, licensing or permitting (iii) the practice applicable requirements of public accountancy. 6.4.3 Except with respect to the Exchange Act and the Securities Act, (iiv) the filing of the Certificate of Merger and appropriate merger documents as required by the DGCL, (v) the filing of the Joint Proxy Statement/Prospectus and the Registration Statements with the SEC pursuant to the 1933 ActStatement, the declaration of and the effectiveness of the Registration Statements by the SEC Statement, and filings, if required, with various state securities or "blue sky" authorities, (iivi) any filing which may be required filings under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice rules and regulations of public accountancy NASDAQ (the filings and approvals referred to in clauses (i) through (iiivi) are collectively referred to as collectively, the "CENTERPOINT 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 Entity is necessary for the execution and delivery of this Agreement by CenterPoint Parent or Mergersub Merger Sub or the consummation by CenterPoint Parent or Mergersub Merger Sub, as applicable, of the Merger or the other transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected towould not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT")Parent Material Adverse Effect.

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint (a) Parent and Mergersub has all requisite right, Merger Subsidiary each have full corporate or similar power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Merger pursuant to the Financing Commitment (as defined in Section 3.05) (the "Financing"). This Agreement has and the Merger have been approved and adopted by the Boards of Directors of CenterPoint Parent and MergersubMerger Subsidiary and the sole stockholder or member of Merger Subsidiary, and no other corporate or similar proceedings on the part of CenterPoint Parent or Mergersub Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint Parent and Mergersub Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing. This Agreement has been duly executed and delivered by CenterPoint each of Parent and Mergersub Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersCompany, constitutes a valid and legally binding agreement of CenterPoint each of Parent and Mergersub, Merger Subsidiary enforceable against 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. 6.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by CenterPoint each of Parent and Mergersub does Merger Subsidiary and the consummation of the Merger and the transactions contemplated hereby, including without limitation the Financing, 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 right of termination or acceleration under, or or, other than in the case of the Financing, result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of CenterPoint Parent or Mergersub any of its subsidiaries under any of the terms, conditions or provisions of (i) the Certificate respective certificates of Incorporation incorporation or By-laws bylaws of CenterPoint Parent or Mergersubany 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 CenterPoint Parent or Mergersub any of its 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 (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 CenterPoint Parent or Mergersub any of its subsidiaries is now a party or by which CenterPoint, Mergersub Parent or any of its subsidiaries or any of their respective properties or assets, assets may be bound or affected. Excluded from the foregoing sentence of this paragraph (b), except those items described in clause (ii) relating insofar as it applies to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (iii) through and (iii) of this paragraph (b), are such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests or encumbrances that would not reasonably be expected to have a Parent Material Adverse Effect and would not materially delay the immediately preceding sentence, subject, in the case consummation of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancyMerger. 6.4.3 (c) Except with respect to for (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements filings by Parent required by the SEC and filingsXxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, if required, with various state securities or as amended (the "blue sky" authoritiesHSR Act"), (ii) any filing which may be required under applicable filings, if any, with the HSR Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) any filing which may be required of Articles of Merger with the Secretary of State of the State of Nevada in connection with the Merger, and (iv) filings with and approvals by any Governmental Authority regulatory authority with jurisdiction over the Company's gaming operations required under any Federal, state, local or self-regulatory organization regulatingforeign statute, licensing ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or permitting other authorization governing or relating to the practice current or contemplated casino and gaming activities and operations of public accountancy the Company, including the Nevada Gaming Control Act and the rules and regulations promulgated thereunder, the New Jersey Casino Control 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) are collectively referred to as the "CENTERPOINT 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 CenterPoint Parent or Mergersub Merger Subsidiary or the consummation by CenterPoint Parent or Mergersub Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are would not reasonably be expected to, in the aggregate, to have a material adverse effect on Parent Material Adverse Effect and would not materially delay the business operations, properties, assets, condition (financial or other), results consummation of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT")the Merger.

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of CenterPoint and Mergersub, and no other corporate proceedings on the part of CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint and Mergersub and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersMembers, constitutes a valid and legally binding agreement of CenterPoint and Mergersub, enforceable against 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. 6.4.2 The execution and delivery of this Agreement by CenterPoint and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or and Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint or Mergersub 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 CenterPoint or Mergersub is now a party or by which CenterPoint, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALSCenterPoint 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 CenterPoint or Mergersub or the consummation by CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECTCenterPoint Material Adverse Effect").

Authority; Non-Contravention; Approvals. 6.4.1 (a) Each of CenterPoint Purchaser and Mergersub Purchaser Parent has all requisite right, corporate power and authority to enter into this Agreement execute and deliver the Transaction Agreements to which it is a party and to consummate perform its respective obligations and the transactions contemplated herebyby the Transaction Agreements to which it is a party. This Agreement has The execution and delivery of the Transaction Agreements to which each of Purchaser and Purchaser Parent is a party and the performance by each of Purchaser and Purchaser Parent of its respective obligations and the transactions contemplated by the Transaction Agreements to which it is a party have been approved by the Boards its board of Directors of CenterPoint and Mergersubdirectors, and no other corporate or other proceedings on the part of CenterPoint either Purchaser or Mergersub Purchaser Parent are necessary to authorize the execution and delivery of this Agreement or the consummation Transaction Agreements to which it is a party, and the performance by CenterPoint each of Purchaser and Mergersub Purchaser Parent of its respective obligations and the transactions contemplated herebyby the Transaction Agreements to which it is a party. This Agreement has been duly executed and delivered by CenterPoint each of Purchaser and Mergersub Purchaser Parent, and on the Closing Date each of the other Transaction Agreements to which each of Purchaser and Purchaser Parent is a party will be, duly executed and delivered by Purchaser or Purchaser Parent, as applicable, and, assuming the due authorization, execution and delivery hereof by Seller, each of the Company and other parties to each of the PartnersTransaction Agreements, constitutes a legal, valid and legally binding agreement obligation of CenterPoint and MergersubPurchaser or Purchaser Parent, as applicable, enforceable against each of them Purchaser or Purchaser Parent, as applicable, in accordance with its their respective terms, except that as such enforcement enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws Laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) or by general equitable principles. 6.4.2 (b) The execution and delivery by each of this Agreement Purchaser and Purchaser Parent of the Transaction Agreements to which it is a party and the performance by CenterPoint it of its respective obligations and Mergersub does the transactions contemplated by the Transaction Agreements to which it is a party will not violate, (i) conflict with or result in a breach of any provision ofof the certificate of incorporation or bylaws (or similar organizational documents) of Purchaser or Purchaser Parent, (ii) require any consent of or other action by any Person under, result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, under or result in the termination oftermination, cancellation, acceleration or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation other change of any Lien upon right or obligation or the loss of any of the properties or assets of CenterPoint or Mergersub benefit under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint or Mergersub or any of their respective properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease Contract or other instrument, obligation or agreement instrument of any kind to which CenterPoint Purchaser or Mergersub Purchaser Parent is now a party or by which CenterPointPurchaser, Mergersub Purchaser Parent, any of their Affiliates or any of their respective properties properties, assets or assets, may be rights are bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) violate any Law applicable to Purchaser, Purchaser Parent or any of the immediately preceding sentence, subjecttheir Affiliates other than, in the case of the terms, conditions or provisions of the items described in clause clauses (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may above, as have not had, and would not reasonably be required by any Governmental Authority expected to have, individually or self-regulatory organization regulatingin the aggregate, licensing or permitting a Purchaser Material Adverse Effect. (c) Except as set forth in Section 4.2(c) of the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") Purchaser Disclosure Schedule, no declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority or regulatory body other Person is required to be obtained or authority is necessary for made in connection with or as a result of the execution and delivery and performance of this Agreement by CenterPoint or Mergersub any other Transaction Agreement to which Purchaser or Purchaser Parent is a party or the consummation by CenterPoint Purchaser or Mergersub Purchaser Parent or their respective Affiliates of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as by the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT")Transaction Agreements.

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint Centerprise and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards Board of Directors of CenterPoint Centerprise and Mergersub, and no other corporate proceedings on the part of CenterPoint Centerprise or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint Centerprise and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint Centerprise and Mergersub and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersCompany's stockholders, constitutes a valid and legally binding agreement of CenterPoint Centerprise and Mergersub, enforceable against 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. 6.4.2 The execution and delivery of this Agreement by CenterPoint Centerprise and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint Centerprise or Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint Centerprise or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint Centerprise or Mergersub 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 CenterPoint Centerprise or Mergersub is now a party or by which CenterPointCenterprise, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Centerprise or Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Centerprise Required Statutory Approvals and except for those (as defined in Section 6.4.3) and, in the case of the terms, conditions or provisions of the items described in clause (iiiii) above relating above, to regulatingobtaining (prior to the Closing Date) consents required from commercial lenders, licensing lessors or permitting the practice of public accountancyother third parties. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" sky authorities, and (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy Act (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALSCenterprise 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 CenterPoint Centerprise or Mergersub or the consummation by CenterPoint Centerprise or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint Centerprise and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECTCenterprise Material Adverse Effect").

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub (a) PSIL has all requisite right, full partnership power and authority to enter into execute and deliver this Agreement and and, to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards general partner of Directors of CenterPoint and MergersubPSIL, and other than the approval of the partners of PSIL no other corporate partnership proceedings on the part of CenterPoint or Mergersub PSIL are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub PSIL of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint PSIL and Mergersub the Principal, and, assuming the due authorization, execution and delivery hereof by Seller, the Company Parent and the PartnersNewco, constitutes a valid and legally binding agreement of CenterPoint PSIL and MergersubPrincipal, enforceable against each of them PSIL and Principal 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. PSIL stipulates that it has not been subject to undue pressure or coercion in connection with the negotiation or execution of this Agreement. 6.4.2 The (b) Except as set forth in the Disclosure Schedule, the execution and delivery of this Agreement by CenterPoint PSIL and Mergersub does the Principal and the consummation by PSIL and the Principal of the transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of CenterPoint or Mergersub PSIL under any of the terms, conditions or provisions of (i) the Certificate partnership agreement of Incorporation or By-laws of CenterPoint or MergersubPSIL, (ii) to the Knowledge of PSIL, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority governmental authority applicable to CenterPoint or Mergersub any of PSIL or any of their respective its 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 Operating Agreement (as defined in Section 5.23) to which CenterPoint or Mergersub PSIL is now a party or by which CenterPoint, Mergersub PSIL or any of their respective its properties or assets, assets may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ic) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no 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 CenterPoint or Mergersub PSIL or the consummation by CenterPoint or Mergersub PSIL of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 6.4.1 (a) Each of CenterPoint Parent and Mergersub Merger Subsidiary has all requisite right, full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, including without limitation, the consummation of the financing of the Merger pursuant to the Financing Arrangement (as defined in Section 3.04) (the "Financing"). This Agreement has and the Merger have been approved and adopted by the Boards of Directors of CenterPoint Parent and MergersubMerger Subsidiary and the sole stockholder of Merger Subsidiary, and no other corporate proceedings or similar proceeding on the part of CenterPoint Parent or Mergersub are Merger Subsidiary is necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint Parent and Mergersub Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing. This Agreement has been duly executed and delivered by CenterPoint each of Parent and Mergersub Merger Subsidiary and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersCompany, constitutes a valid and legally binding agreement of CenterPoint each of Parent and Mergersub, Merger Subsidiary enforceable against 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. 6.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by CenterPoint each of Parent and Mergersub does Merger Subsidiary and the consummation of the Merger and the transactions contemplated hereby, including without limitation the Financing, 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 right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of CenterPoint Parent or Mergersub any of its subsidiaries under any of the terms, conditions or provisions of (i) the Certificate respective certificates of Incorporation incorporation or By-laws bylaws of CenterPoint Parent or Mergersubany 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 CenterPoint Parent or Mergersub any of its 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 (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 CenterPoint Parent or Mergersub any of its subsidiaries is now a party or by which CenterPoint, Mergersub Parent or any of its subsidiaries or any of their respective properties or assets, assets may be bound or affected, except those items described except, with respect to any item referred to in clause (ii) relating to regulatingor (iii), licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in for any such violation, conflict, breach, right of termination or default, termination, acceleration or creation of Liens under any liens, security interests or encumbrances that would not reasonably be expected to have a Parent Material Adverse Effect and would not materially delay the consummation of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancyMerger. 6.4.3 (c) Except with respect to for (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements filings by Parent required by the SEC and filingsHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, if required, with various state securities or as amended (the "blue sky" authoritiesHSR Act"), (ii) any filing which may be required under applicable filings, if any, with the HSR Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) any filing which may be required of Articles of Merger with the Secretary of State of the State of Colorado in connection with the Merger, and (iv) filings with and approvals by any Governmental Authority regulatory authority with jurisdiction over the Company's gaming operations required under any Federal, state, local or self-regulatory organization regulatingforeign statute, licensing ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or permitting other authorization governing or relating to the practice current or contemplated casino and gaming activities and operations of public accountancy the Company, including the Nevada Gaming Control Act and the rules and regulations promulgated thereunder, and the Colorado Limited Gaming Act and the rules and regulations promulgated thereunder and all other rules and regulations, statutes and ordinances having authority or with which compliance is required for the conduct of gambling, gaming and casino activities (collectively, the "Gaming Laws") (the filings and approvals referred to in clauses (i) through (iiiiv) are being collectively referred to as the "CENTERPOINT 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 CenterPoint Parent or Mergersub Merger Subsidiary, or the consummation by CenterPoint Parent or Mergersub Merger Subsidiary of the transactions contemplated hereby, including without limitation, the Financing, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are would not reasonably be expected to, in the aggregate, to have a material adverse effect on Parent Material Adverse Effect and would not materially delay the business operations, properties, assets, condition (financial or other), results consummation of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT")the Merger.

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub (a) Purchaser has all requisite right, corporate power and authority to enter into execute and deliver this Agreement and the Transaction Documents and to consummate perform the transactions contemplated herebyby this Agreement and the Transaction Documents. This The execution and delivery of this Agreement has and the Transaction Documents and the performance by Purchaser of the transactions contemplated by this Agreement and the Transaction Documents have been approved by the Boards Board of Directors of CenterPoint and Mergersub, Purchaser and no other corporate proceedings proceeding on the part of CenterPoint or Mergersub are Purchaser is necessary to authorize the execution and delivery of this Agreement or the consummation Transaction Documents and the performance by CenterPoint and Mergersub Purchaser of the transactions contemplated herebyby this Agreement and the Transaction Documents. This Agreement has been been, and upon their execution the Transaction Documents will be, duly executed and delivered by CenterPoint and Mergersub Purchaser and, assuming the due authorization, execution and delivery hereof by Seller, the Company of this Agreement and the PartnersTransaction Documents by Sellers, constitutes a and upon their execution the Transaction Documents will constitute, valid and legally binding agreement obligations of CenterPoint and Mergersub, Purchaser enforceable against each of them Purchaser in accordance with its their respective terms, except that as such enforcement enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to the enforcement of creditors' ’ rights generally generally, and general principles of equity (ii) general equitable principlesregardless of whether such enforceability is considered in a proceeding in Law or equity). 6.4.2 (b) The execution and delivery by Purchaser of this Agreement and the Transaction Documents and the performance of the transactions contemplated by CenterPoint this Agreement and Mergersub does the Transaction Documents do not violate, and will not (i) conflict with or result in a breach of any provision of, provisions of the certificate of incorporation or bylaws of Purchaser; (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination termination, modification, cancellation or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation any contract or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license other instrument of any court kind to which Purchaser or Governmental Authority applicable to CenterPoint any of its subsidiaries is now a party or Mergersub by which Purchaser 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 CenterPoint or Mergersub is now a party or by which CenterPoint, Mergersub or any of their respective properties or assets, assets may be bound or affected, except those items described in clause (ii) relating to regulating, licensing ; or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Purchaser or any of the immediately preceding sentence, subject, its Subsidiaries other than in the case of the terms, conditions or provisions of the items described in clause clauses (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may above as would not reasonably be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy expected to result in a Purchaser Material Adverse Effect. (the filings and approvals referred to in clauses (ic) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no No declaration, filing or registration with, or notice to, or authorization, consent consent, order or approval of, any governmental Governmental Authority is required to be obtained or regulatory body made in connection with or authority is necessary for as a result of the execution and delivery of this Agreement and the Transaction Documents by CenterPoint or Mergersub Purchaser or the consummation performance by CenterPoint or Mergersub Purchaser of the transactions contemplated herebyby this Agreement and the Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are could not reasonably be expected to, to result in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT")Purchaser Material Adverse Effect.

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of CenterPoint and Mergersub, and no other corporate proceedings on the part of CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint and Mergersub and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersMembers, constitutes a valid and legally binding agreement of CenterPoint and MergersubMergersub , enforceable against 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. 6.4.2 The execution and delivery of this Agreement by CenterPoint and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or and Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint or Mergersub 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 CenterPoint or Mergersub is now a party or by which CenterPoint, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CenterPoint or Mergersub or the consummation by CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint (a) Parent and Mergersub has all requisite right, Subsidiary each have full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyOffer, the Merger and the other Transactions. This Agreement has been approved by the sole shareholder of Subsidiary and the Boards of Directors of CenterPoint Parent and MergersubSubsidiary, and no other corporate proceedings on the part of CenterPoint Parent or Mergersub Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint Parent and Mergersub Subsidiary of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by CenterPoint each of Parent and Mergersub Subsidiary, and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersCompany, constitutes a valid and legally binding agreement of CenterPoint each of Parent and Mergersub, Subsidiary enforceable against each of them 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. 6.4.2 (b) The execution execution, delivery and delivery performance of this Agreement by CenterPoint each of Parent and Mergersub Subsidiary does not and the consummation of the Offer and the Merger and the other Transactions will not violate, conflict with or result in a breach of any provision violation 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 give rise to a right of termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest or encumbrance upon any of the properties or assets of CenterPoint Parent or Mergersub under any of the terms, conditions or provisions of its subsidiaries under (i) the Certificate respective articles (or certificates) of Incorporation incorporation or By-laws bylaws of CenterPoint Parent or Mergersubany of its subsidiaries, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit order or license of any court decree binding on or Governmental Authority applicable to CenterPoint or Mergersub Parent or any of their respective properties its subsidiaries, except that no representation or assetswarranty is made with respect to any antitrust statute, regulation, rule or other such restriction), 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 CenterPoint Parent or Mergersub any of its subsidiaries is now a party or by which CenterPoint, Mergersub Parent or any of its subsidiaries or any of their respective properties or assets, assets may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, ; subject in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to before the Closing DateEffective Time) CenterPoint the Parent Required Statutory Approvals and except for those items (as defined in Section 6.2(c)). Excluded from the foregoing sentences of this paragraph (b), insofar as they apply to the terms, conditions or provisions described in clause (iiiii) above relating 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 or encumbrances that have not had and could not reasonably be expected to regulatinghave, licensing individually or permitting in the practice of public accountancyaggregate, a Parent Material Adverse Effect. 6.4.3 (c) Except with respect to for (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements filings by Parent required by the SEC and filings, if required, with various state securities or "blue sky" authoritiesHSR Act, (ii) any filing which required filings pursuant to the Exchange Act, and filings as may be required under the HSR ActSecurities Act and any applicable state securities or blue sky laws or state takeover laws, (iii) the filing of appropriate documents with the relevant authorities of other states or jurisdictions in which the Parent or any of its subsidiaries is qualified to do business, (iv) the making of the Merger Filing with the Department of State of the Commonwealth of Pennsylvania in connection with the Merger, (v) any required filings with or approvals from applicable environmental authorities, public service commissions and public utility commissions, and (vi) the filing which may be required by any Governmental Authority or self-regulatory organization regulatingof reports with the U.S. Department of Commerce regarding foreign direct investment in the United States, licensing or permitting the practice of public accountancy if applicable (the filings and approvals referred to in clauses (i) through (iiivii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") “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 CenterPoint Parent or Mergersub Subsidiary or the consummation by CenterPoint Parent or Mergersub 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, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint (a) PalEx and Mergersub has all requisite right, Subsidiary have full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards Board of Directors and stockholders of CenterPoint PalEx and MergersubSubsidiary, and no other corporate proceedings on the part of CenterPoint PalEx or Mergersub Subsidiary are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint PalEx and Mergersub Subsidiary of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint PalEx and Mergersub Subsidiary, and, assuming the due authorization, execution and delivery hereof by Seller, the Company and the PartnersStockholder, constitutes a valid and legally binding agreement of CenterPoint PalEx and Mergersub, Subsidiary enforceable against 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. 6.4.2 (b) The execution and delivery of this Agreement by CenterPoint PalEx and Mergersub Subsidiary does 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 right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the respective properties or assets of CenterPoint PalEx or Mergersub Subsidiary under any of the terms, conditions or provisions of (i) the Certificate of Incorporation charter or Byby-laws of CenterPoint PalEx or MergersubSubsidiary, as applicable, (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 CenterPoint PalEx or Mergersub Subsidiary 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 CenterPoint PalEx or Mergersub Subsidiary is now a party or by which CenterPoint, Mergersub PalEx or Subsidiary or any of their respective properties or assets, assets may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint PalEx and Mergersub Subsidiary of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing DateEffective Time) CenterPoint PalEx Required Statutory Approvals and except for those (as defined in Section 5.4(c)) and, in the case of the terms, conditions or provisions of the items 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 of the items described in clauses (ii) above relating to regulatingand (iii) of the first sentence of this paragraph (b), licensing are such violations, conflicts, breaches, defaults, terminations, accelerations or permitting creations of liens, security interests, charges or encumbrances that would not, in the practice aggregate, have a material adverse effect on the business, operations, properties, assets, condition (financial or other), results of public accountancyoperations or prospects of PalEx or Subsidiary (a "PalEx Material Adverse Effect"). 6.4.3 (c) Except with respect to for (i) the filing of the Registration Statements with Statement the SEC pursuant to the 1933 Act, (ii) the declaration of the effectiveness of the Registration Statements thereof by the SEC and filings, if required, filings with various state securities or "blue sky" sky authorities, (ii) any filing which may be required under the HSR Act, and (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulatingthe making of the Merger Filing with the Secretary of State of the State of Delaware and the Clerk of the State Corporation Commission of Virginia in connection with the Merger, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT PALEX 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 CenterPoint PalEx or Mergersub Subsidiary or the consummation by CenterPoint PalEx or Mergersub 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, are not reasonably expected towould not, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT")PalEx Material Adverse Effect.

Authority; Non-Contravention; Approvals. 6.4.1 VI.4.1 Each of CenterPoint and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards Board of Directors of CenterPoint and Mergersub, and no other corporate proceedings on the part of CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint and Mergersub and, assuming the due authorization, execution and delivery hereof by SellerManagement, the Company and the PartnersMembers, constitutes a valid and legally binding agreement of CenterPoint and Mergersub, enforceable against 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. 6.4.2 VI.4.2 The execution and delivery of this Agreement by CenterPoint and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or and Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint or CenterPoint, Mergersub 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 CenterPoint or Mergersub is now a party or by which CenterPoint, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 VI.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, 30 licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CenterPoint or Mergersub or the consummation by CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards Board of Directors of CenterPoint and Mergersub, and no other corporate proceedings on the part of CenterPoint or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint and Mergersub and, assuming the due authorization, execution and delivery hereof by the Seller, the Company and the PartnersMembers, constitutes a valid and legally binding agreement of CenterPoint and Mergersub, enforceable against 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. 6.4.2 The execution and delivery of this Agreement by CenterPoint and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or and Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint or Mergersub 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 CenterPoint or Mergersub is now a party or by which CenterPoint, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by CenterPoint or Mergersub or the consummation by CenterPoint or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint Centerprise and Mergersub has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been approved by the Boards of Directors of CenterPoint Centerprise and Mergersub, and no other corporate proceedings on the part of CenterPoint Centerprise or Mergersub are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint Centerprise and Mergersub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint Centerprise and Mergersub and, assuming the due authorization, execution and delivery hereof by Sellerby, the Company and the Partners, constitutes a valid and legally binding agreement of CenterPoint Centerprise and Mergersub, enforceable against 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. 6.4.2 The execution and delivery of this Agreement by CenterPoint Centerprise and Mergersub does 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 right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CenterPoint or Centerprise and Mergersub under any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of CenterPoint Centerprise or Mergersub, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to CenterPoint Centerprise or Mergersub 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 CenterPoint Centerprise or Mergersub is now a party or by which CenterPointCenterprise, Mergersub or any of their respective properties or assets, may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint Centerprise and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Centerprise Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (i) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALSCenterprise 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 CenterPoint Centerprise or Mergersub or the consummation by CenterPoint Centerprise or Mergersub of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint Centerprise and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECTCenterprise Material Adverse Effect").

Authority; Non-Contravention; Approvals. 6.4.1 Each of CenterPoint and Mergersub (a) PSI has all requisite right, full corporate power and authority to enter into execute and deliver this Agreement and and, to consummate the transactions contemplated hereby. This Agreement has been approved by all of the Boards members of the Board of Directors of CenterPoint and MergersubPSI, and other than the approval of the stockholders of PSI no other corporate proceedings on the part of CenterPoint or Mergersub PSI are necessary to authorize the execution and delivery of this Agreement or the consummation by CenterPoint and Mergersub PSI of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CenterPoint PSI and Mergersub Stockholder, and, assuming the due authorization, execution and delivery hereof by Seller, the Company Parent and the PartnersNewco, constitutes a valid and legally binding agreement of CenterPoint PSI and MergersubStockholder, enforceable against each of them PSI and Stockholder 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. PSI stipulates that is has not been subject to undue pressure or coercion in connection with negotiation or execution of this Agreement. 6.4.2 The (b) Except as set forth in the Disclosure Schedule, the execution and delivery of this Agreement by CenterPoint PSI and Mergersub does the Stockholder and the consummation by PSI and the Stockholder of the transactions contemplated hereby do not violate, conflict with and will not violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of CenterPoint or Mergersub PSI under any of the terms, conditions or provisions of (i) the Certificate charter or bylaws of Incorporation or By-laws of CenterPoint or MergersubPSI, (ii) to the Knowledge of PSI, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority governmental authority applicable to CenterPoint or Mergersub any of PSI or any of their respective its 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 Operating Agreement (as defined in Section 5.23) to which CenterPoint or Mergersub PSI is now a party or by which CenterPoint, Mergersub PSI or any of their respective its properties or assets, assets may be bound or affected, except those items described in clause (ii) relating to regulating, licensing or permitting the practice of public accountancy. The consummation by CenterPoint and Mergersub of the transactions contemplated hereby will not result in any violation, conflict, breach, right of termination or acceleration or creation of Liens under any of the terms, conditions or provisions of the items described in clauses (i) through (iii) of the immediately preceding sentence, subject, in the case of the terms, conditions or provisions of the items described in clause (ii) above, to obtaining (prior to the Closing Date) CenterPoint Required Statutory Approvals and except for those items described in (ii) above relating to regulating, licensing or permitting the practice of public accountancy. 6.4.3 Except with respect to (ic) the filing of the Registration Statements with the SEC pursuant to the 1933 Act, the declaration of the effectiveness of the Registration Statements by the SEC and filings, if required, with various state securities or "blue sky" authorities, (ii) any filing which may be required under the HSR Act, (iii) any filing which may be required by any Governmental Authority or self-regulatory organization regulating, licensing or permitting the practice of public accountancy (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "CENTERPOINT REQUIRED STATUTORY APPROVALS") no 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 CenterPoint or Mergersub PSI or the consummation by CenterPoint or Mergersub PSI of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, are not reasonably expected to, in the aggregate, have a material adverse effect on the business operations, properties, assets, condition (financial or other), results of operations or prospects of CenterPoint and its subsidiaries, taken as a whole (a "CENTERPOINT MATERIAL ADVERSE EFFECT").

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