Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller and Company has been duly and validly authorized by the Board of Directors of Seller and Company and by all other necessary corporate action on the part of Seller and Company. This Agreement and any related agreements constitute the legally valid and binding obligation of Seller and Company, enforceable against each of them in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by Seller and Company and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and Company will not violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under the charter documents or by-laws of any of such entities or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material Contract, result in the imposition of any material Encumbrance against any material asset or properties of Seller (with respect to the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or violate any Law. Schedule 2.8 lists all Approvals and Permits required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or Company will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by each of ECI and Seller and Company has have been duly and validly authorized by the Board of Directors of Seller ECI and Company Seller, respectively, and by all other necessary corporate action on the part of Seller ECI and CompanySeller. This Agreement and any related agreements constitute the legally valid and binding obligation of Seller each of ECI and CompanySeller, enforceable against each of them ECI and Seller, respectively, in accordance with its their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by each of ECI and Seller and Company and the execution, delivery and performance of any related agreements or contemplated transactions by each of ECI and Seller and Company will not violate violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents or by-by- laws of any either of such entities or violate any Contract of either ECI or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material ContractCompany, result in the imposition of any material Encumbrance against any material asset assets or properties of ECI or Seller (with respect to or any of the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or violate any Law. Schedule 2.8 4.7 lists all Permits and Approvals and Permits required to be obtained by ECI or Seller or Company to consummate the transactions contemplated by this AgreementAgreement (including, without limitation, any Approvals required to be obtained from any lessors under Acquired Leases and any Persons holding Encumbrances on Real Property). Except for matters identified in Schedule 2.8 4.7 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by ECI and Seller and the performance of this Agreement and any related or contemplated transactions by ECI and Seller or Company will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental EntityEntity under the terms of any applicable Laws or Contracts.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller and Company has been duly and validly authorized by the Board of Directors and shareholders of Seller and Company and by all other necessary corporate action on the part of Seller and CompanySeller. This Agreement and any related the other agreements contemplated hereby constitute the legally valid and binding obligation of Seller and Companyeach of the Selling Parties who are a party to such agreement, enforceable against each of them such party in accordance with its terms their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The Subject to obtaining all Approvals, the execution, delivery and performance of this Agreement by Seller and Company the Selling Parties, and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and Company the Selling Parties will not violate (with the passage of time, notice or both) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents or by-laws bylaws of Seller, any written or oral agreement between or among any current of such entities former shareholders of Seller, any Assumed Contract or violate any other contract of Seller or constitute a material breach Selling Parties (including, without limitation, any trust documents governing the GFS Trust or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material ContractAS Trust), result in the imposition of any material Encumbrance against any material asset assets or properties of Seller (with respect to or any of the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or violate any Lawlaw applicable to any Selling Party or the Business. Schedule 2.8 4.2 lists all Permits and Approvals and Permits required to be obtained by Seller or Company the Selling Parties to consummate the transactions transaction contemplated by this Agreement. Except for matters identified in on Schedule 2.8 4.2 as requiring that certain actions be taken by or with respect to a third party or Governmental Entitya governmental entity, the execution and delivery of this Agreement by Seller the Selling Parties and the performance of this Agreement and any related or contemplated transactions transaction by Seller or Company the Selling Parties will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entitygovernmental entity under the terms of any applicable laws or contracts to which any Selling Party is a party.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller the Escrow Agreement and Company the transactions contemplated hereby and thereby has been duly and validly authorized by the Company's Board of Directors of Seller and Company and by all other necessary corporate action on the part of Seller and the Company. This Agreement has been duly executed and any related agreements constitute delivered by the Company and constitutes the legally valid and binding obligation of Seller and the Company, enforceable against each of them the Company in accordance with its their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws Laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement and the Escrow Agreement by Seller and the Company and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and the Company will not violate (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence time, giving of any act notice or event or otherwiseboth) under under, the charter documents or by-laws of any of such entities or violate entities, (ii) violate, or constitute a material breach or default (whether upon lapse of time and/or the occurrence time, giving of any act notice or event or otherwiseboth) under any Contract to which the Company or ARA is a party, including without limitation any Material Contract, (iii) result in the imposition of any material Encumbrance against any material asset or properties of Seller the Company or ARA, (iv) require any consent, waiver, authorization or approval of, or the making of any filing with or giving of notice to, any Person or Governmental Entity (other than the filing of the Agreement of Merger with the appropriate authorities in the State of California and as required under the Xxxx-Xxxxx-Xxxxxx Act) or (v) violate any Law or Order except with respect to the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreementsclause (ii), (iii) or Company, or violate any Law. Schedule 2.8 lists all Approvals and Permits required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery (iv) of this Agreement by Seller and Section 3.2(g), for any such matters that would not reasonably be expected, singly or in the performance of this Agreement and any related or contemplated transactions by Seller or Company will not require filing or registration withaggregate, or the issuance of any Permit by, any other third party or Governmental Entityto have a Material Adverse Effect.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement Agreement, and any related all agreements attached hereto as Exhibits, by Seller and Company has have been duly and validly authorized by the Board of Directors of Seller and Company and by all other necessary corporate action on the part of Seller and CompanySeller. This Agreement Agreement, and any related all agreements attached hereto as Exhibits, where applicable, constitute the legally valid and binding obligation obligations of Seller and CompanySeller, enforceable against each of them Seller in accordance with its terms their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement Agreement, and all agreements attached hereto as Exhibits, by Seller and Company and the executionSeller, delivery and performance of any related agreements or contemplated transactions by Seller and Company will not violate violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents or by-laws bylaws of any of such entities Seller or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material ContractContract to which Seller is a party, result in the imposition of any material Encumbrance against any material asset assets or properties of Seller (with respect to or any of the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or CompanyAssets, or violate any LawLaw to which Seller is subject. Schedule 2.8 4.8 lists all Permits and Approvals and Permits required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or Company will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller and Company has been duly and validly authorized by the Board of Directors of Seller and Company and by all other necessary corporate action on the part of Seller and Company. This Agreement and any related agreements constitute each constitutes the legally valid and binding obligation of Seller and Companythe Stockholders, enforceable against each of them the Stockholders in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by Seller and Company the Stockholders and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and Company the Stockholders or RLI will not violate violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents certificate of incorporation or by-laws bylaws of RLI or any Contract of such entities the Stockholders, RLI or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material ContractSubsidiary, result in the imposition of any material Encumbrance against any material asset or properties of Seller (with respect to the Purchased Assets RLI or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or CompanySubsidiary, or violate any Lawstatute or other law, rule, regulation, or interpretation of any Governmental Entity (each a "LAW"). Schedule 2.8 lists all Approvals and Permits approvals, authorizations, consents, qualifications or registrations, or any waivers of any of the foregoing, required to be obtained from, or any notices, statements or other communications required to be filed with or delivered to, any Governmental Authority or any other person or entity ("APPROVALS") required to be obtained by Seller the Stockholders, RLI or Company any Subsidiary to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller the Stockholders and the performance of this Agreement and any related or contemplated transactions by Seller the Stockholders or Company RLI will not require filing or registration with, or the issuance of any Permit Approval by, any other third party or Governmental Entity.

Authorization; No Conflicts. The executionThis Agreement has been, delivery and performance of this Agreement and any related agreements required to be entered into by Seller hereby will be, duly executed and Company has been duly delivered by Seller; and validly authorized by this Agreement is, and each of the Board of Directors of other related agreements to which Seller and Company and by all other necessary corporate action is a party on the part of Seller and Company. This Agreement and any related agreements constitute Closing will be, the legally valid and binding obligation of Seller and CompanySeller, enforceable against Seller in accordance with its and their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. Any agreements related to this Agreement to which a Company Constituent Entity is a party on the Closing will be duly executed and delivered by such Company Constituent Entity, and each such agreement related to this Agreement to which a Company Constituent Entity is a party on the Closing will be, a legal, valid and binding obligation of them such Company Constituent Entity, enforceable against such Company Constituent Entity in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement and any related agreements required to be entered into by Seller and Company and the execution, delivery and performance of this Agreement or any related agreements or contemplated transactions required to be entered into hereby by Seller and any Company Constituent Entity will not violate (a) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under (1) the charter documents or by-laws laws, or (2) any Material Contract of any of such entities or violate or constitute a material breach or default entities, (whether upon lapse of time and/or the occurrence of any act or event or otherwiseb) under any Material Contract, result in the imposition of any material Encumbrance against any material asset or properties of Seller (with respect to the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or CompanyConstituent Entity, or (c) violate in any material respect any Law. Schedule 2.8 lists all Approvals and Permits required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 3.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or any Company Constituent Entity will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity, except for such filings, registrations, or Permit issuances which, if not made or obtained, would not be material to any Company Constituent Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller and Company has been duly and validly authorized by the Board of Directors of Seller, by the requisite majority of all the shareholders of Seller and Company and by all other necessary corporate action on the part of Seller and CompanySeller. This Agreement and any related agreements constitute the legally valid and binding obligation obligations of Seller and CompanySeller, enforceable against each of them Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by Seller and Company and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and Company will not violate violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents or by-laws of any of such entities Seller or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material ContractContract of Seller, result in the imposition of any material Encumbrance against any material asset assets or properties of Seller (with respect to or any Affiliate or any of the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or violate any Law. Schedule 2.8 4.7 lists all Permits and Approvals and Permits required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 4.7 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or Company any Affiliate will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. (a) The execution, delivery and performance of this Agreement and any related agreements the other Transaction Documents by Seller and Company has been duly and validly authorized by the Board of Directors and shareholders of Seller and Company and by all other necessary corporate action and procedures on the part of Seller Seller, pursuant to the Company Law or any other applicable laws and Companyregulations and the articles of incorporation or any other internal regulations of Seller. This Agreement and any related agreements other Transaction Documents to which Seller is a party constitute the legally valid and binding obligation of Seller and CompanySeller, enforceable against each of them Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by Seller and Company and . (b) Neither the execution, delivery and performance of any related agreements or contemplated transactions Transaction Documents, including this Agreement, nor the consummation of the Transaction, by Seller and Company or any Subsidiary, will not violate (i) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents or by-laws of any of such entities or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence any Contract of any act or event or otherwiseof such entities, (ii) under any Material Contract, result in the imposition of any material Encumbrance against any material asset assets or properties of Seller (with respect to or any Subsidiary or any of the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements(iii) or Company, or violate any Law. Schedule 2.8 lists all Approvals and Permits required to be obtained by Seller or Company to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the . (c) The execution and delivery of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions Transactions by Seller or Company any Subsidiary will not require consent or waiver from, filing or registration with, or the issuance of any Permit or Approval by, any other third party Person or Governmental Entity, except as explicitly required in this Agreement. (d) The purchase and acquisition of the Redeemed Shares by Seller, including the amount of the Redemption Price and the reduction and offset against the Base Price, does not and will not violate any Laws and will not be declared or be deemed null and void under the Company Law or other applicable Law or the Organizational Documents or other internal rules or regulations of Seller. On the Closing Date, Seller (i) has sufficient Distributable Amounts and has otherwise satisfied all other requirements under the Company Law and any other applicable Law and the Organizational Documents or other internal rules or regulations of Seller in order to consummate the Redemption, (ii) has received all necessary consents and have completed any other procedures, including approval from Seller’s shareholders in connection with the consummation of the redemption and purchase of the Redeemed Shares, and (iii) none of Seller’s shareholders has exercised its rights to sell its Equity Securities to Seller or have such Equity Securities otherwise be purchased or redeemed by Seller or Buyer in connection with the Redemption or otherwise or made any other claim that may arise out or are in connection with any and all such rights.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by the Seller and Company has been duly and validly authorized by the Board of Directors of the Seller and Company and by all other necessary corporate action on the part of Seller and Companythe Seller. This Agreement and any related agreements Transaction Documents constitute the legally valid and binding obligation of Seller and Companythe Seller, enforceable against each of them the Seller in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance of this Agreement by the Seller and Company and the execution, delivery and performance of any related agreements Transaction Documents by the Seller or contemplated transactions by Seller and Company any Subsidiary will not violate (a) violate, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, (1) the charter documents or by-laws of any of such entities or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence 2) in any respect any Material Contract of any act or event or otherwiseof such entities, (b) under any Material Contract, result in the imposition of any material Encumbrance against any material asset or properties of the Seller (with respect to the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or CompanySubsidiary, or (c) violate in any respect any Law, except, in the case of clauses (a)(2), (b) and (c), as would not constitute a Material Adverse Effect. Except as would not constitute a Material Adverse Effect, Schedule 2.8 lists all Permits and Approvals and Permits required to be obtained by the Seller or Company any Subsidiary to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, and except as would not constitute a Material Adverse Effect, the execution and delivery of this Agreement by the Seller and the performance of this Agreement and any related or contemplated transactions by the Seller or Company any Subsidiary will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.

Authorization; No Conflicts. The execution, delivery and performance of this Agreement and any related agreements by Seller and the Company has been duly and validly authorized by the Board of Directors of Seller and the Company and by all other necessary corporate action on the part of Seller and the Company. This Agreement and any related agreements constitute constitutes the legally valid and binding obligation obligations of Seller and the Company, enforceable against each of them the Company in accordance with its their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors creditors' rights generally. The execution, delivery and performance of this Agreement by Seller and the Company and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and the Company will not violate or violate, or, except as set forth on Schedule 4.8, constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under under, the charter documents or by-laws bylaws of the Company or any Contract of such entities or violate or constitute a material breach or default the Company, or, except as expressly set forth on Schedule 4.8, give rise to (whether upon lapse of time and/or the occurrence of any act or event or otherwise) any right of any Person to cancel, terminate, increase the obligations of the Company under or otherwise change the terms of any Material ContractContract of the Company, or result in the imposition of any material Encumbrance against any material asset or properties of Seller (with respect to the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or violate any Law. Schedule 2.8 4.8 lists all Approvals and Permits required to be obtained by Seller or the Company and the Shareholder to consummate the transactions contemplated by this Agreement. Except for matters identified in Schedule 2.8 4.8 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller the Company and the performance of this Agreement and any related or contemplated transactions by Seller or the Company will not require filing or registration with, or the issuance of any Permit permit by, any other third party or Governmental Entity. Except as contemplated by Section 6.5, all Approvals set forth (or required to be set forth) on Schedule 4.8 have been obtained.

Authorization; No Conflicts. The execution, delivery and performance by each Seller of this Agreement and any related agreements by Seller and Company has the Transaction Documents to which it is party have been duly and validly authorized by the Board its board of Directors of Seller and Company directors and by all other necessary corporate action on its part. Each of the part of Transaction Documents to which a Seller and Company. This Agreement and any related agreements constitute is a party constitutes the legally valid and binding obligation of Seller and Companysuch Seller, enforceable against each of them such Seller in accordance with its their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors rights generally. The execution, delivery and performance by each Seller of this Agreement by Seller and Company and the execution, delivery and performance of any related agreements or contemplated transactions by Seller and Company Transaction Documents to which it is party will not violate violate, or constitute a breach or default (whether upon lapse of time and/or or the occurrence of any act or event or otherwise) under the charter under, its organizational documents (including any articles of incorporation, memorandum and articles of association, or by-laws of bylaws) or any of such entities or violate or constitute a material breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under any Material Purchased Contract, result in the imposition of any material Encumbrance against any material asset or properties of Seller (with respect to the Purchased Assets or any asset or property that Company or Buyer will acquire rights to use pursuant to the Ancillary Agreements) or Company, or violate any Law. Schedule 2.8 4.7 lists all Permits and Approvals and Permits required to be obtained by Seller or Company the Sellers to consummate the transactions contemplated by this Agreementthe Transaction Documents. Except for matters identified in Schedule 2.8 4.7 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution execution, delivery and delivery performance by each Seller of this Agreement by Seller and the performance of this Agreement and any related or contemplated transactions by Seller or Company Transaction Documents to which it is a party will not require filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity.