Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANET, the performance by ALPHANET of its obligations hereunder and the consummation by ALPHANET of the transactions contemplated herein have been duly authorized by the board of directors of ALPHANET, and no other corporate proceedings on the part of ALPHANET other than the approval of ALPHANET's shareholders are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET of its obligations hereunder and, except for the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the consummation by ALPHANET of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET and constitutes a valid and binding obligation of ALPHANET, enforceable against ALPHANET in accordance with its terms. (b) Except as set forth in Schedule 3.3(a), neither the execution and delivery of this Agreement by ALPHANET nor the consummation by ALPHANET of the transactions contemplated herein nor compliance by ALPHANET with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or by-laws of ALPHANET, (ii) result in a violation or breach of any provisions 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 assets or properties of ALPHANET under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or lease to which ALPHANET is a party or by which ALPHANET or any of its properties or assets, may be bound or customer contracts representing at least 90% of the non-training revenues of ALPHANET during the year ended December 31, 2002 (which customer contracts shall be listed on Schedule 3.3(b)), or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to ALPHANET or any of its properties or assets, other than any such event described in items (ii) or (iii) which would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET Material Adverse Effect. (c) Except for the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of New Jersey and such filings as may be required by the Exchange Act, no action by ALPHANET or any governmental authority is necessary for ALPHANET's execution and delivery of this Agreement or the consummation by ALPHANET of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET Material Adverse Effect. (d) No consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of ALPHANET for or in connection with the execution and delivery of this Agreement or the performance by ALPHANET of the transactions contemplated on its part hereby, except for any action contemplated by subsection (c) above, the approval of the Merger by the Required ALPHANET Shareholder Vote or where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET SCB has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANETSCB, the performance by ALPHANET SCB of its obligations hereunder and the consummation by ALPHANET SCB of the transactions contemplated herein have been duly authorized by the board of directors of ALPHANETSCB, and no other corporate proceedings on the part of ALPHANET SCB other than the approval of ALPHANETSCB's shareholders are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET SCB of its obligations hereunder and, except for the filing of the Certificate Articles of Merger and Plan of Merger with the Secretary of State of the State of New Jersey and Tennessee, the consummation by ALPHANET SCB of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET SCB and constitutes a valid and binding obligation of ALPHANETSCB, enforceable against ALPHANET SCB in accordance with its terms. (b) Except as set forth in Schedule 3.3(a)3.3, neither the execution and delivery of this Agreement by ALPHANET SCB nor the consummation by ALPHANET SCB of the transactions contemplated herein nor compliance by ALPHANET SCB with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation charter or by-laws of ALPHANETSCB, (ii) result in a violation or breach of any provisions 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 assets or properties of ALPHANET SCB under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture indenture, deed of trust, license, contract, lease, agreement or lease other instrument or obligation of any kind to which ALPHANET SCB is a party or by which ALPHANET SCB or any of its properties or assets, may be bound bound, or customer contracts representing at least 90% of the non-training revenues of ALPHANET during the year ended December 31any permit, 2002 (which customer contracts shall be listed on Schedule 3.3(b))concession, franchise or license applicable to it or its properties or assets or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule Legal Order or regulation Legal Requirement applicable to ALPHANET SCB or any of its properties or assets, other than any such event described in items (ii) or (iii) which would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET SCB Material Adverse Effect. (c) Except for the filing of the Certificate Articles of Merger and Plan of Merger with the Secretary of State of the State of New Jersey Tennessee and such filings as may be required by the Exchange Act and the HSR Act, no action by ALPHANET SCB or any governmental authority is necessary for ALPHANETSCB's execution and delivery of this Agreement or the consummation by ALPHANET SCB of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET SCB Material Adverse Effect. (d) No consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of ALPHANET SCB for or in connection with the execution and delivery of this Agreement or the performance by ALPHANET SCB of the transactions contemplated on its part hereby, except for any action contemplated by subsection (c) above, the approval of the Merger by the Required ALPHANET SCB Shareholder Vote or where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET SCB Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET ARIS has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANETARIS, the performance by ALPHANET ARIS of its obligations hereunder and the consummation by ALPHANET ARIS of the transactions contemplated herein have been duly authorized by the board of directors of ALPHANETARIS, and no other corporate proceedings on the part of ALPHANET ARIS other than the approval of ALPHANET's shareholders the Shareholders are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET ARIS of its obligations hereunder and, except for the filing of the Articles of Merger with the Secretary of State of the State of Washington, the filing at the Certificate of Merger with the Secretary of State of the State of New Jersey and Delaware, the consummation by ALPHANET ARIS of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET ARIS and constitutes a valid and binding obligation of ALPHANETARIS, enforceable against ALPHANET ARIS in accordance with its terms. (b) Except as set forth in Schedule 3.3(a)3.3, neither the execution and delivery of this Agreement by ALPHANET ARIS nor the consummation by ALPHANET ARIS of the transactions contemplated herein nor compliance by ALPHANET ARIS with any of the provisions hereof will (i) conflict with or result in any breach of the certificate articles of incorporation or by-laws of ALPHANETARIS, (ii) result in a violation or breach of any provisions 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 assets or properties of ALPHANET ARIS under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture indenture, deed of trust, license, contract, lease, agreement or lease other instrument or obligation of any kind to which ALPHANET ARIS is a party or by which ALPHANET ARIS or any of its properties or assets, may be bound bound, or customer contracts representing at least 90% of the non-training revenues of ALPHANET during the year ended December 31any permit, 2002 (which customer contracts shall be listed on Schedule 3.3(b))concession, franchise or license applicable to it or its properties or assets or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to ALPHANET ARIS or any of its properties or assets, other than any such event described in items (ii) or (iii) which would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET a ARIS Material Adverse Effect. (c) Except for the filing of the Articles of Merger and Plan of Merger with the Secretary of State of the State of Washington, the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of New Jersey Delaware, and such filings as may be required by the Exchange Act, the HSR Act, and any foreign antitrust law or regulation, no action by ALPHANET ARIS or any governmental authority is necessary for ALPHANETARIS's execution and delivery of this Agreement or the consummation by ALPHANET ARIS of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET a ARIS Material Adverse Effect. (d) No consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of ALPHANET ARIS for or in connection with the execution and delivery of this Agreement or the performance by ALPHANET ARIS of the transactions contemplated on its part hereby, except for any action contemplated by subsection (c) above, the approval of the Merger by the Required ALPHANET Shareholder Vote above or where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET ARIS Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET Seller has the requisite corporate limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANETSeller, the performance by ALPHANET Seller of its obligations hereunder and the consummation by ALPHANET Seller of the transactions contemplated herein have been duly authorized by the board managers and members of directors of ALPHANETSeller, and no other corporate additional proceedings on the part of ALPHANET other than the approval of ALPHANET's shareholders Seller are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET Seller of its obligations hereunder and, except for the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the consummation by ALPHANET Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET Seller and constitutes a valid and binding obligation of ALPHANETSeller, enforceable against ALPHANET it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity. (b) Except as set forth in Schedule 3.3(a3.3(b), neither the execution and delivery of this Agreement by ALPHANET nor Seller, the consummation and performance by ALPHANET Seller of the transactions contemplated herein nor herein, and compliance by ALPHANET Seller with any of the provisions hereof will not (i) conflict with or result in any breach of the certificate articles of incorporation organization or by-laws operating agreement of ALPHANETSeller, (ii) result in a violation or breach of any provisions 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 assets or properties of ALPHANET Assets under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture indenture, deed of trust, license, contract, lease, agreement or lease other instrument or obligation of any kind to which ALPHANET Seller is a party or by which ALPHANET Seller or any of its properties or assets, the Assets may be bound bound, or customer contracts representing at least 90% of any permit, concession, franchise or license applicable to it or the non-training revenues of ALPHANET during the year ended December 31, 2002 (which customer contracts shall be listed on Schedule 3.3(b)), Assets or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to ALPHANET Seller or any of its properties or assetsthe Assets, other than any such event described in items (ii) or (iii) which would could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET a Seller Material Adverse Effect. (c) Except for requisite filings and approvals pursuant to the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of New Jersey and such filings as may be required by the Exchange Xxxx-Xxxxx-Xxxxxx Act, no action by ALPHANET or any governmental authority Governmental Entity is necessary for ALPHANET's Seller’s execution and delivery of this Agreement or the consummation by ALPHANET Seller of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET a Seller Material Adverse Effect. (d) No Except for any Xxxx-Xxxxx-Xxxxxx Act filings and approvals contemplated by subsection (c) above or as set forth on Schedule 3.3(d), no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of ALPHANET Seller for or in connection with the execution and delivery of this Agreement or the performance consummation by ALPHANET Seller of the transactions contemplated on its part hereby, except for any action contemplated by subsection (c) above, the approval of the Merger by the Required ALPHANET Shareholder Vote or where the failure to obtain or take such action would not hereby which could reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET a Seller Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANET, the performance by ALPHANET of its obligations hereunder and the consummation by ALPHANET of the transactions contemplated herein have been duly authorized by the board of directors of ALPHANET, and no other corporate proceedings on the part of ALPHANET other than the approval of ALPHANET's ’s shareholders are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET of its obligations hereunder and, except for the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the consummation by ALPHANET of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET and constitutes a valid and binding obligation of ALPHANET, enforceable against ALPHANET in accordance with its terms. (b) Except as set forth in Schedule 3.3(a), neither the execution and delivery of this Agreement by ALPHANET nor the consummation by ALPHANET of the transactions contemplated herein nor compliance by ALPHANET with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or by-laws of ALPHANET, (ii) result in a violation or breach of any provisions 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 assets or properties of ALPHANET under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or lease to which ALPHANET is a party or by which ALPHANET or any of its properties or assets, may be bound or customer contracts representing at least 90% of the non-training revenues of ALPHANET during the year ended December 31, 2002 (which customer contracts shall be listed on Schedule 3.3(b)), or (iii) subject to Table of Contents compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to ALPHANET or any of its properties or assets, other than any such event described in items (ii) or (iii) which would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET Material Adverse Effect. (c) Except for the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of New Jersey and such filings as may be required by the Exchange Act, no action by ALPHANET or any governmental authority is necessary for ALPHANET's ’s execution and delivery of this Agreement or the consummation by ALPHANET of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET Material Adverse Effect. (d) No consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of ALPHANET for or in connection with the execution and delivery of this Agreement or the performance by ALPHANET of the transactions contemplated on its part hereby, except for any action contemplated by subsection (c) above, the approval of the Merger by the Required ALPHANET Shareholder Vote or where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANET, the performance by ALPHANET of its obligations hereunder and the consummation by ALPHANET of the transactions contemplated herein have been duly authorized by the board of directors of ALPHANET, and no other corporate proceedings on the part of ALPHANET other than the approval of ALPHANET's ’s shareholders are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET of its obligations hereunder and, except for the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the consummation by ALPHANET of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET and constitutes a valid and binding obligation of ALPHANET, enforceable against ALPHANET in accordance with its terms. (b) Except as set forth in Schedule 3.3(a), neither the execution and delivery of this Agreement by ALPHANET nor the consummation by ALPHANET of the transactions contemplated herein nor compliance by ALPHANET with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or by-laws of ALPHANET, (ii) result in a violation or breach of any provisions 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 assets or properties of ALPHANET under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or lease to which ALPHANET is a party or by which ALPHANET or any of its properties or assets, may be bound or customer contracts representing at least 90% of the non-training revenues of ALPHANET during the year ended December 31, 2002 (which customer contracts shall be listed on Schedule 3.3(b)), or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to ALPHANET or any of its properties or assets, other than any such event described in items (ii) or (iii) which would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET Material Adverse Effect. (c) Except for the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of New Jersey and such filings as may be required by the Exchange Act, no action by ALPHANET or any governmental authority is necessary for ALPHANET's ’s execution and delivery of this Agreement or the consummation by ALPHANET of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET Material Adverse Effect. (d) No consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of ALPHANET for or in connection with the execution and delivery of this Agreement or the performance by ALPHANET of the transactions contemplated on its part hereby, except for any action contemplated by subsection (c) above, the approval of the Merger by the Required ALPHANET Shareholder Vote or where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. (a) ALPHANET Pure Cycle has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by ALPHANETPure Cycle, the performance by ALPHANET Pure Cycle of its obligations hereunder and the consummation by ALPHANET Pure Cycle of the transactions contemplated herein have been duly authorized by the board of directors of ALPHANETPure Cycle, and no other corporate proceedings on the part of ALPHANET other than the approval of ALPHANET's shareholders Pure Cycle are necessary to authorize the execution and delivery of this Agreement, the performance by ALPHANET Pure Cycle of its obligations hereunder and, except for the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the consummation by ALPHANET Pure Cycle of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ALPHANET Pure Cycle and constitutes a valid and binding obligation of ALPHANETPure Cycle, enforceable against ALPHANET it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity. (b) Except as set forth in Schedule 3.3(a), neither the The execution and delivery of this Agreement by ALPHANET nor Pure Cycle, the consummation and performance by ALPHANET Pure Cycle of the transactions contemplated herein nor herein, and the compliance by ALPHANET Pure Cycle with any of the provisions hereof will not (i) conflict with or result in any breach of the certificate of incorporation or by-laws of ALPHANETPure Cycle, (ii) result in a violation or breach of any provisions 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 or properties of ALPHANET Pure Cycle under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture indenture, deed of trust, license, contract, lease, agreement or lease other instrument or obligation of any kind to which ALPHANET Pure Cycle is a party or by which ALPHANET Pure Cycle or any of its properties or assets, assets may be bound bound, or customer contracts representing at least 90% of the non-training revenues of ALPHANET during the year ended December 31any permit, 2002 (which customer contracts shall be listed on Schedule 3.3(b))concession, franchise or license applicable to it or its properties or assets or (iii) subject to compliance with the statutes and regulations referred to in subsection (cd) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to ALPHANET Pure Cycle or any of its properties or assets, other than any such event described in items (ii) or (iii) which that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have an ALPHANET a Pure Cycle Material Adverse Effect. (c) Except for requisite filings and approvals pursuant to the filing of the Certificate of Merger and Plan of Merger with the Secretary of State of the State of New Jersey and such filings as may be required by the Exchange Xxxx-Xxxxx-Xxxxxx Act, if any, no action by ALPHANET or any governmental authority Governmental Entity is necessary for ALPHANET's Pure Cycle’s execution and delivery of this Agreement or the consummation by ALPHANET Pure Cycle of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have an ALPHANET a Pure Cycle Material Adverse Effect. (d) No Except for any Xxxx-Xxxxx-Xxxxxx Act filings and approvals contemplated by subsection (c) above, no consents, approvals, orders, registrations, declarations, filings or authorizations with any Governmental Entity or any other Person are required on the part of ALPHANET Pure Cycle for or in connection with the execution and delivery of this Agreement or the performance consummation by ALPHANET Pure Cycle of the transactions contemplated on its part herebyhereby except (i) for such consents, except for any action contemplated by subsection approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws or (cii) above, the approval of the Merger by the Required ALPHANET Shareholder Vote or where the failure to obtain or take such action would which could not reasonably be expected (ix) to prevent the consummation of the transactions contemplated hereby or (iiy) to have an ALPHANET a Pure Cycle Material Adverse Effect.