Common use of Conflicts; Consents and Approval Clause in Contracts

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws or the Articles of Incorporation or Code of Regulations of Subcorp; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, (c) violate any order, writ, injunction, decree, statute, rule or regulation, applicable to Parent or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing that would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Conflicts; Consents and Approval. Neither (a) The execution, delivery and performance by each Buyer and the execution and delivery Merger Company of this Agreement by Parent or Subcorp nor and the consummation of the transactions contemplated hereby willdo not and will not: (ai) conflict with or violate the certificate of incorporation or formation, or bylaws or limited liability company agreement, as applicable, of such Buyer or the Merger Company; (ii) conflict with or violate any Law applicable to such Buyer or the Merger Company or by which any property or asset of such Buyer or the Merger Company is bound or affected; (iii) conflict with, or result in a any breach of any provision of the Parent Articles and Bylaws or the Articles of Incorporation or Code of Regulations of Subcorp; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage notice or lapse of time or otherwiseboth, would constitute become a default) under, or entitle require any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation consent of any lienPerson pursuant to, security interest, charge any material contract or encumbrance upon any of arrangement to which such Buyer or the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, (c) violate any order, writ, injunction, decree, statute, rule or regulation, applicable to Parent or any of its subsidiaries or their respective properties or assetsMerger Company is a party; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule andexcept, in the case of clause (bii) or (iii), (c) and (d)for any such conflicts, any of the foregoing violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on such Buyer or the Merger Company or that arise as a result of any facts or circumstances relating to the Seller or any of its Affiliates. (b) No Buyer nor the Merger Company is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer or the Merger Company of this Agreement or the consummation of the transactions contemplated hereby, except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) such filings as may be required by any applicable federal or state securities or “blue sky” laws, (iii) where failure to obtain such consent, approval, authorization, order, permit or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Buyer or the Merger Company or (iv) as may be necessary as a result of any facts or circumstances relating to the Seller or any of its Affiliates.

Conflicts; Consents and Approval. Neither the (a) The execution and delivery of this Agreement by Parent or Subcorp nor and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby willwill not: (ai) conflict withviolate, or result in a breach of any provision of the Parent Articles and Bylaws or Parent's certificate of incorporation, as amended, the Articles Parent's by-laws, as amended, the Sub Certificate of Incorporation or Code of Regulations of Subcorpthe Sub By-Laws; (bii) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent or any of its subsidiaries under Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Parent or any of its Subsidiaries is a party; or (ciii) subject, with respect to consummation, to Section 4.3(b) of this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation, applicable Applicable Laws relating to Parent or any of its subsidiaries Subsidiaries or their respective properties or assets; or (d) require any action or consent or approval ofexcept, or review by, or registration or filing by Parent or any in the case of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; clauses (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except above, for any of the foregoing that are set forth in Section 3.6(d) would not reasonably be expected to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing that would nothave, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. (b) The execution and delivery of this Agreement by Parent and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require Parent or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority, other than (i) actions, if any, required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the "HSR ACT"), except for actions required by the HSR Act taken prior to the date hereof, (ii) the filing of the Certificate of Merger and (iii) consents or approvals of any Governmental Authority the failure of which to obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (collectively, the "REQUIRED GOVERNMENTAL APPROVALS").

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent Anadarko or Subcorp Subcorp, or the Anadarko Stock Option Agreement by Anadarko, nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws Anadarko Certificate or the Anadarko By-laws or the Articles of Incorporation or Code of Regulations By-laws of Subcorp; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent Anadarko or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Anadarko or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent Anadarko or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent Anadarko or any of its affiliates with with, any third party or any Governmental Authority local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other than: governmental or regulatory body, agency, instrumentality or authority (a "GOVERNMENTAL AUTHORITY"), other than (i) approval by the Parent Shareholder Authorizations; Anadarko Stockholders of the Share Issuance, (ii) authorization for inclusion of the Anadarko Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "HSR ActACT"); and , (iiiiv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for , or (v) consents or approvals of any of the foregoing that are Governmental Authority set forth in Section 3.6(d) 3.5 to the Parent Anadarko Disclosure Schedule and, Schedule; except in the case of clauses (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Anadarko or a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent or Subcorp nor the consummation of the transactions contemplated hereby will: : (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws or the Articles of Incorporation or Code of Regulations of Subcorp; ; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, , agreement, lease or other instrument or obligation to which Parent or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, applicable to Parent or any of its subsidiaries or their respective properties or assets; or or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing that would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent Cardinal Health or Subcorp nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Parent Cardinal Health’s Amended and Restated Articles and Bylaws of Incorporation, as amended, or the Articles Cardinal Health’s Code of Regulations, as amended, or Subcorp’s Certificate of Incorporation or Code of Regulations of Subcorp’s By-laws; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent Cardinal Health or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Cardinal Health or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent Cardinal Health or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent Cardinal Health or Subcorp or any of its their respective affiliates with with, any third party or any local, domestic, foreign or multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (including the United States Food and Drug Administration (the “FDA”), the United States Federal Trade Commission, the United States Federal Communications Commission, the American Medical Association and the Pharmaceutical Marketing Association) (each of the foregoing, a “Governmental Authority Authority”), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder ("thereunder, the “HSR Act"”); and , (iiiii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement; all except for , (iii) consents or approvals of any of the foregoing that are Governmental Authority set forth in Section 3.6(d) 4.3 to the Parent disclosure schedule delivered by Cardinal Health to ALARIS and dated the date of this Agreement (the “Cardinal Health Disclosure Schedule andSchedule”); and (iv) if applicable, the filing with the Delaware Secretary of State of a certificate of ownership and merger; except in the case of clauses (b), (c) and (d), ) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse EffectEffect (as defined in Section 9.3) on Cardinal Health or a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated by this Agreement.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision pro- vision of the Parent Cardinal Articles or Code of Regulations, as amended and Bylaws restated, of Cardinal or the Articles Certificate of Incorporation or Code of Regulations Bylaws of Subcorp; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security se- curity interest, charge or encumbrance upon any of the properties or assets of Parent Cardinal or any of its subsidiaries under subsidiar- ies under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, licenseli- cense, contract, undertaking,, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, applicable to Parent Cardinal or any of its subsidiaries or their respective properties or assetsas- sets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent Cardinal or any of its affiliates with any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority Authority"), other than: than (i) authorization of the Parent Shareholder Authorizations; issuance of Cardinal Common Shares issuable in the Merger and the transactions contemplated hereby by Cardinal Shareholders, (ii) actions authorization for inclusion of the Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) ac- tions required by the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Improvements Antitrust Improve- ments Act of 1976, as amended, and the rules and regulations regula- tions promulgated thereunder (the "HSR Act"); , and (iiiiv) registrations or other actions required under federal and state securities laws as are contemplated by this AgreementAgree- ment; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, have a Parent Material Adverse Effectmate- rial adverse effect on Cardinal.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement in accordance with the terms hereof will: (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws Certificate or the Articles of Incorporation Parent Bylaws, or Code of Regulations of Subcorpthe Merger Sub Certificate or the Merger Sub Bylaws; (b) except violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its Subsidiaries or their respective properties or assets; (c) violate, or conflict with, or result in any change in the rights or obligations of any party under any of its Parent Material Contracts (as disclosed defined in Section 3.6(b4.17(a)); (d) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, (c) violate any order, writagreement, injunction, decree, statute, rule lease or regulation, applicable other instrument or obligation to which Parent or any of its subsidiaries or their respective properties or assetsSubsidiaries is a party except those set forth on Section 4.3(d) of the Parent Disclosure Letter; or (de) except as set forth on Section 4.3(e) of the Parent Disclosure Letter, require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with Subsidiaries with, any third party or any Governmental Authority Authority, other than: than (iu) the Parent Shareholder Authorizations; Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole stockholder of Merger Sub, (iiv) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and , (iiiw) registrations or other actions required under compliance with any United States federal and state securities laws as and any other applicable takeover laws, (x) compliance with any applicable requirements under stock exchange rules, (y) consents or approvals of any Governmental Authority, which are contemplated by normally obtained after the consummation of this Agreement; all except for any type of transaction, and (z) the filing with the Delaware Secretary of State of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, Certificate of Merger; except in the case of clauses (b), (c), (d) and (d), e) above for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent any or Subcorp all of the Synergy Parties nor the consummation by them of the transactions contemplated hereby Transactions will: (a) conflict with, or result in a breach violation of any provision of the Parent Articles and Bylaws or of, the Articles or Certificate of Incorporation or Code Bylaws, each as amended to date, of Regulations of Subcorpany Synergy Party; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent any Synergy Party or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which any Synergy Party or any of its subsidiaries is a party, except as would not, individually or in the aggregate, prevent or materially impair or delay the consummation of the Transactions; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent any Synergy Party or any of its subsidiaries or their respective properties or assets, except as would not, individually or in the aggregate, prevent or materially impair or delay the consummation of the Transactions; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent any Synergy Party or any of its their affiliates with with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority Authority”), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (cii) compliance with the requirements of NASDAQ, (iii) filing and recordation of appropriate merger documents as required by FBCA or (d), any iv) consents the failure of the foregoing that which to obtain would not, individually or in the aggregate, have a Parent Material Adverse Effectprevent or materially impair or delay the consummation of the Transactions.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent MMC or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws MMC's Restated Certificate of Incorporation, or the Articles MMC's Bylaws, or Merger Sub's Certificate of Incorporation or Code of Regulations of SubcorpMerger Sub's Bylaws; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent MMC or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which MMC or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent MMC or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent MMC or any of its affiliates with subsidiaries with, any third party or any local, domestic, foreign or multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a "Governmental Authority Authority"), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended, and the amended (xxxxxxxx xxxx xhe rules and regulations promulgated thereunder (thereunder, the "HSR Act") and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters ("Foreign Antitrust Laws"); and , (iiiii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement; all except for and any other applicable takeover laws and (iii) the filing with the Delaware Secretary of State of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, Certificate of Merger; except in the case of clauses (b), (c) and (d), ) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse EffectEffect (as defined in Section 8.3) on MMC or Merger Sub.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent Cardinal or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Parent Cardinal Articles and Bylaws or Cardinal Code of Regulations or the Articles of Incorporation or Code of Regulations Bylaws of Subcorp; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent Cardinal or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Cardinal or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent Cardinal or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent Cardinal or any of its affiliates with with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority Authority"), other than: than (i) authorization for inclusion of the Parent Shareholder Authorizations; Cardinal Common Shares to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (ii) actions required by the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amendedamendxx, and the rules xxx xxx xxxxx and regulations promulgated thereunder (the "HSR Act"); and , (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for , or (iv) consents or approvals of any of the foregoing that are Governmental Authority set forth in Section 3.6(d) 3.4 to the Parent Cardinal Disclosure Schedule and, Schedule; except in the case of (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Cardinal or upon the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the (a) The execution and delivery of this Agreement by Parent or Subcorp nor and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby willwill not: (ai) conflict withviolate, or result in a breach of any provision of the Parent Articles and Bylaws or Certificate of Incorporation, the Articles Parent By-Laws, the Sub Certificate of Incorporation or Code of Regulations of Subcorpthe Sub By-Laws; (bii) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent or any of its subsidiaries under Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Parent or any of its Subsidiaries is a party; or (ciii) subject, with respect to consummation, to Section 3.4(b), violate any order, writ, injunction, decree, statute, rule or regulation, applicable Applicable Laws relating to Parent or any of its subsidiaries Subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any except in the case of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; clauses (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except above for any of the foregoing that are set forth disclosed in Section 3.6(d3.4(a) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing or that would not, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. (b) The execution and delivery of this Agreement by Parent and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require Parent or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority, other than (i) authorization for inclusion of shares of Parent Common Stock to be issued in the Merger and the transactions contemplated by this Agreement on the Nasdaq, subject to official notice of issuance, (ii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the "HSR ACT"), (iii) registrations or other actions required under United States federal and state securities laws and the rules and regulations of The Nasdaq Stock Market, Inc., (iv) the filing of the Certificate of Merger, and (v) consents or approvals of any Governmental Authority set forth in Section 3.4(b) to the Parent Disclosure Schedule. The consents and approvals set forth in Section 3.4(b) to the Parent Disclosure Schedule are referred to as the "REQUIRED GOVERNMENTAL APPROVALS".

Conflicts; Consents and Approval. Neither Except as set forth in -------------------------------- Section 4.5 to the Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of of, any provision of the Parent Articles and Certificate or Parent Bylaws or the Articles Certificate of Incorporation or Code Bylaws of Regulations of Subcorp;Merger Sub, (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Parent or any of its subsidiaries is a party, (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent or any of its subsidiaries or any of their respective properties or assets; , or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with with, any third party or any Governmental Authority Authority, other than: than (i) approval by the stockholders of Parent of the Parent Shareholder Authorizations; Stockholder Proposal, (ii) authorization for the listing of the shares of Parent Common Stock to be issued in the Merger on the NYSE and the Pacific Exchange, Inc., subject to official notice of issuance, (iii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amendedHSR Act, and the rules and regulations promulgated thereunder ("HSR Act"); and (iiiiv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent or a material adverse effect on the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent USF or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Parent Articles and USF Certificate or USF Bylaws or the Articles Amended and Restated Certificate of Incorporation or Code of Regulations Bylaws of Subcorp, subject to approval by the USF Stockholders of the issuance of shares of USF Common Stock in the Merger; (b) except as disclosed set forth in Section 3.6(b) 3.5 to the Parent USF Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle en- title any party (with the giving of notice, the passage of time or otherwiseother- wise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent USF or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which USF or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent USF or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent USF or any of its affiliates with with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority Authority"), other than: than (i) approval by the Parent Shareholder Authorizations; USF Stockholders of the issuance of the shares of USF Common Stock to be issued in the Merger, (ii) authorization for inclusion of the Shares of USF Common Stock to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") or any applicable foreign Antitrust Law (as defined in Section 5.1(a); and ), (iiiiv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for , or (v) consents or approvals of any of the foregoing that are Governmental Authority set forth in Section 3.6(d) 3.5 to the Parent USF Disclosure Schedule and, Schedule; except in the case of (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on USF or a material adverse effect on the ability of the parties to consummate the Merger.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent Panther or Subcorp nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of of, any provision of the Parent Articles and Bylaws of Incorporation of Panther, as amended, or the By-laws of Panther or the Subcorp Articles of Incorporation or Code of Regulations of Subcorpthe Subcorp By-laws; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Parent Panther or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Panther or any of its subsidiaries is a party, other than any violations, conflicts, breaches, defaults, entitlements or other items that would not materially impair the ability of Panther or Subcorp to perform their obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by Panther or Subcorp; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent Panther or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent Panther or any of its affiliates with any third party or with any local, domestic, federal, state, municipal, foreign or multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority, in each case, of competent jurisdiction (a “Governmental Authority Authority”), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the HartHxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder ("thereunder, the “HSR Act"”); and , (ii) actions required under any Antitrust Laws (as defined below), which if not taken would, have a material adverse effect on the ability of the parties to this Agreement to consummate the transactions contemplated herein, (iii) registrations filing of the Articles of Merger, and (iv) actions that would not materially impair the ability of Panther or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for Subcorp to perform their obligations hereunder or to prevent the consummation of any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing that would not, individually transactions contemplated hereby by Panther or in the aggregate, have a Parent Material Adverse EffectSubcorp.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent MMC or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws MMC's Restated Certificate of Incorporation, or the Articles MMC's Bylaws, or Merger Sub's Certificate of Incorporation or Code of Regulations of SubcorpMerger Sub's Bylaws; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent MMC or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which MMC or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent MMC or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent MMC or any of its affiliates with subsidiaries with, any third party or any local, domestic, foreign or multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a "Governmental Authority Authority"), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended, and the amended (xxxxxxxx xxxx xxe rules and regulations promulgated thereunder (thereunder, the "HSR Act") and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters ("Foreign Antitrust Laws"); and , (iiiii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement; all except for and any other applicable takeover laws and (iii) the filing with the Delaware Secretary of State of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, Certificate of Merger; except in the case of clauses (b), (c) and (d), ) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse EffectEffect (as defined in Section 8.3) on MMC or Merger Sub.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent PDM, PDM USA or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Parent Articles and Bylaws PDM, PDM USA or the Articles of Incorporation or Code of Regulations of SubcorpMerger Sub’s Charter Documents; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of Parent either PDM, PDM USA or Merger Sub or any of its subsidiaries under Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which either PDM, PDM USA or, as applicable, is a party; (c) violate any order, writ, injunction, decree, statuteor, rule or regulationsubject to the matters referred to in clauses (i) and (ii) of Section 3.3(d), applicable any Applicable Law in relation to Parent PDM, PDM USA or any of its subsidiaries Subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent PDM, PDM USA or Merger Sub or any of its affiliates with Affiliates with, any third party or any Governmental Authority Authority, other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement; all except for and any other applicable takeover laws, (ii) the filing with the Delaware Secretary of State of the foregoing that are set forth Certificate of Merger, and (iii) in Section 3.6(d) relation to the Parent Disclosure Schedule and, readmission of the PDM Shares and PDM Warrants to trading on AIM; except in the case of (bSections 3.3(b), (c3.3(c) and (d), 3.3(d) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse EffectEffect on PDM, PDM USA or Merger Sub on an aggregate basis.

Conflicts; Consents and Approval. Neither the (a) The execution and delivery of this Agreement by Parent or Subcorp nor and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby willwill not: (ai) conflict withviolate, or result in a breach of any provision of the Parent Articles and Bylaws or Certificate of Incorporation, the Articles Parent By-Laws, the Sub Certificate of Incorporation or Code of Regulations of Subcorpthe Sub By-Laws; (bii) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent or any of its subsidiaries under Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Parent or any of its Subsidiaries is a party; or (ciii) subject, with respect to consummation, to Section 3.4(b), violate any order, writ, injunction, decree, statute, rule or regulation, applicable Applicable Laws relating to Parent or any of its subsidiaries Subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any except in the case of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; clauses (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except above for any of the foregoing that are set forth disclosed in Section 3.6(d3.4(a) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing or that would not, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. (b) The execution and delivery of this Agreement by Parent and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require Parent or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority, other than (i) authorization for inclusion of shares of Parent Common Stock to be issued in the Merger and the transactions contemplated by this Agreement on the Nasdaq, subject to official notice of issuance, (ii) actions required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (togxxxxx xxxx xxx xxles and regulations thereunder, the "HSR Act"), (iii) registrations or other actions required under United States federal and state securities laws and the rules and regulations of The Nasdaq Stock Market, Inc., (iv) the filing of the Certificate of Merger, and (v) consents or approvals of any Governmental Authority set forth in Section 3.4(b) to the Parent Disclosure Schedule. The consents and approvals set forth in Section 3.4(b) to the Parent Disclosure Schedule are referred to as the "Required Governmental Approvals".

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent CWT or Subcorp Merger Sub nor the consummation of the transactions contemplated hereby by this Agreement will: (a) conflict with, or result in a breach of any provision of the Parent CWT’s Articles and Bylaws of Association or the Articles Bylaws, or Merger Sub’s Certificate of Incorporation or Code of Regulations of SubcorpMerger Sub’s Bylaws; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party individual or entity (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent CWT or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which CWT or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (d) below, any statute, rule or regulation, regulation applicable to Parent CWT or any of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent CWT or any of its affiliates with with, any third party or any local, domestic, foreign or multinational court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (each of the foregoing, a “Governmental Authority Authority”), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended, and amended (together with the rules and regulations promulgated thereunder ("thereunder, the “HSR Act"”) and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or merger control matters (“Foreign Antitrust Laws”); and , (iiiii) registrations or other actions required under compliance with any United States federal and state securities laws as are contemplated by this Agreement; all except for and any other applicable takeover laws and (iii) the filing with the Delaware Secretary of State of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, Certificate of Merger; except in the case of clauses (b), (c) and (d), ) above for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Parent Material Adverse EffectEffect (as defined in Section 8.3) on CWT or Merger Sub.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent or Subcorp Merger Sub nor the consummation by them of the transactions contemplated hereby Transactions will: (a) conflict with, or result in a breach violation of any provision of of, the Parent Articles and Bylaws or the Articles Certificate of Incorporation or Code Bylaws, each as amended to date, of Regulations of SubcorpParent or Merger Sub; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any pledge, lien, charge, mortgage, encumbrance or security interestinterest of any kind or nature whatsoever (each, charge or encumbrance a Lien) upon any of the properties or assets of Parent or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Parent or any of its subsidiaries is a party, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the Transactions or to perform its obligations under this Agreement; (c) violate any order, writ, injunction, decree, statute, rule Applicable Law or regulation, Order applicable to Parent or any of its subsidiaries or their respective properties or assets, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the Transactions or perform its obligations under this Agreement; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent Parent, Merger Sub or any of its their affiliates with with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a Governmental Authority Authority), other than: than (i) the Parent Shareholder Authorizations; (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for any , (ii) compliance with the requirements of the foregoing that are NYSE, (iii) in connection, or in compliance with, (A) the notification and waiting period requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the HSR Act) and (B) the filings or approvals required under the competition laws of Germany (together with the HSR Act, the Competition Laws) (the items set forth in Section 3.6(dsubsections (A) or (B) are collectively referred to as the Parent Disclosure Schedule and, in the case of (bRequired Regulatory Approvals), (civ) and (d), any the filing of the foregoing that Certificate of Merger with the Delaware Secretary of State and appropriate documents required to be filed with the relevant authorities of other states in which the Parent, Merger Sub and the Company are qualified to do business or (v) actions, consents, approvals, reviews, registrations or filings, the failure of which to make or obtain would not, individually or in the aggregate, have a reasonably be expected to prevent or materially impair or delay the ability of Parent Material Adverse Effectto consummate the Transactions or perform its obligations under this Agreement.

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent Acquiror or Subcorp Sub nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Parent Acquiror Certificate or Acquiror Articles and Bylaws or the Articles Certificate of Incorporation or Code Bylaws of Regulations of SubcorpSub; (b) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent or any of its subsidiaries under Acquiror under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Acquiror or any of its Subsidiaries is a party or by which any of them or their properties or assets may be bound; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation of any court or Governmental Authority applicable to Parent Acquiror or any of its subsidiaries Subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or Acquiror with, any Governmental Authority Authority, other than: than (i) approval of the Parent Shareholder Authorizations; Merger and the transactions contemplated hereby by the stockholders of Acquiror, (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements HSR Act of 1976, as amendedor any other applicable foreign Antitrust Law, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations consents or other actions required under federal and state securities laws approvals of any Governmental Authority as are contemplated by this Agreement; all except for any of the foregoing that are set forth in Section 3.6(d) to the Parent Disclosure Schedule and, 4.04; except in the case of (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the ability of the parties to consummate the Merger.

Conflicts; Consents and Approval. Neither the (a) The execution and delivery of this Agreement by Parent or Subcorp nor and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby willwill not: (ai) conflict withviolate, or result in a breach of any provision of the Parent Articles and Bylaws or Certificate of Incorporation, the Articles Parent By-Laws, the Sub Certificate of Incorporation or Code of Regulations of Subcorpthe Sub By-Laws; (bii) except as disclosed in Section 3.6(b) to the Parent Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of Parent or any of its subsidiaries under Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which Parent or any of its Subsidiaries is a party; or (ciii) subject, with respect to consummation, to Section 3.4(b), violate any order, writ, injunction, decree, statute, rule or regulation, applicable Applicable Laws relating to Parent or any of its subsidiaries Subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any except in the case of its affiliates with any third party or any Governmental Authority other than: (i) the Parent Shareholder Authorizations; clauses (ii) actions required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder ("HSR Act"); and (iii) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except above for any of the foregoing that are set forth disclosed in Section 3.6(d3.4(a) to the Parent Disclosure Schedule and, in the case of (b), (c) and (d), any of the foregoing or that would not, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. (b) The execution and delivery of this Agreement by Parent and Sub does not, and the performance and consummation of this Agreement and the transactions contemplated hereby will not, require Parent or any of its Subsidiaries to obtain any approval of any Person or approval of, observe any waiting period imposed by, or make any filing with or notification to or seek any approval or authorization from any Governmental Authority, other than (i) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the "HSR ACT"), (ii) the filing of the Certificate of Merger, and (iii) consents or approvals of any Governmental Authority set forth in Section 3.4(b) to the Parent Disclosure Schedule. The consents and approvals set forth in Section 3.4(b) to the Parent Disclosure Schedule are referred to as the "REQUIRED GOVERNMENTAL APPROVALS".

Conflicts; Consents and Approval. Neither the execution and delivery of this Agreement by Parent USF or Subcorp nor the consummation of the transactions contemplated hereby will: (a) conflict with, or result in a breach of any provision of the Parent Articles and USF Certificate or USF Bylaws or the Articles Amended and Restated Certificate of Incorporation or Code of Regulations Bylaws of Subcorp, subject to approval by the USF Stockholders of the issuance of shares of USF Common Stock in the Merger; (b) except as disclosed set forth in Section 3.6(b) 3.5 to the Parent USF Disclosure Schedule, violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle en- title any party (with the giving of notice, the passage of time or otherwiseother- wise) to terminate, accelerate, modify or call a default under, or result in the termination, acceleration or cancellation of, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent USF or any of its subsidiaries under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking,, agreement, lease or other instrument or obligation to which USF or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation, regulation applicable to Parent USF or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent USF or any of its affiliates with with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority Authority"), other than: than (i) approval by the Parent Shareholder Authorizations; USF Stockholders of the issuance of the shares of USF Common Stock to be issued in the Merger, (ii) authorization for inclusion of the Shares of USF Common Stock to be issued in the Merger and the transactions contemplated hereby on the NYSE, subject to official notice of issuance, (iii) actions required by the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976, as amended, and the rules and xxx xxxxx xnd regulations promulgated thereunder (the "HSR Act") or any applicable foreign Antitrust Law (as defined in Section 5.1(a); and ), (iiiiv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; all except for , or (v) consents or approvals of any of the foregoing that are Governmental Authority set forth in Section 3.6(d) 3.5 to the Parent USF Disclosure Schedule and, Schedule; except in the case of (b), (c) and (d), ) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on USF or a material adverse effect on the ability of the parties to consummate the Merger.