Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will not: (a) violate any provision of the Purchaser's certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) violate, 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 both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries; or (d) require any consent or approval of, or registration or filing by the Purchaser or Merger Sub with, any third party or Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, in the case of (b), (c) and (d), for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons").

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documentsby Culligan, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and or thereby will notwill: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation Culligan Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe Culligan Bylaws; (b) except as set forth in Section 4.5 to the Culligan 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries Culligan under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Culligan or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Culligan or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Culligan or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares approval of the Purchaser Stock on Merger and the NYSEtransactions contemplated hereby by Culligan Stockholders, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of or any applicable foreign jurisdictionsAntitrust Laws, (iviii) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement and (iv) consents or (v) notifications to or applications for consent from approvals of any Governmental Authorities required with respect Authority set forth in Section 4.5 to the Xxxxxx PermitsCulligan Disclosure Schedule; except, except in the case of (b), (c) and (d), ) for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Culligan or a material adverse impact effect on the ability of the Purchaser and Merger Sub parties to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Merger.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Parent or Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notMerger will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's Parent Organizational Documents or the certificate of incorporation or by-laws (or equivalent organizational documents), bylaws of Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) assuming compliance with the matters referred to in Section 4.5(d), 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant its Subsidiaries is a party; (c) assuming (i) compliance with the matters referred to in Section 4.5(d) and (ii) adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, violate any order, writ, injunction, decree, statute, rule or regulation applicable Laws applicable to the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Parent or Merger Sub any of its Affiliates with, any third party or any Governmental Authority, other than (i) with respect to adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub, (ii) authorization for inclusion of the Purchaser shares of Parent Common Stock to be issued by the Depositary in connection with the Stock Sale or Mergerpursuant to this Agreement on Nasdaq, authorization for listing the shares subject to official notice of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Mergerissuance, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement or Agreement, (v) the filing of the Certificate of Merger, and (vi) consents or approvals of, or notifications to or applications for consent from to, any Governmental Authorities required with respect Authority (including under Antitrust Laws) set forth in Section 4.5(d)(vi) to the Xxxxxx PermitsParent Disclosure Schedule; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or a material adverse impact effect on the ability of the Purchaser and Merger Sub Parent to consummate any of the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documentsby ALARIS, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation ALARIS Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's bythe ALARIS By-laws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) material lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub ALARIS or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub ALARIS or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub ALARIS or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser ALARIS or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to approval of this Agreement and the Purchaser Stock to be issued transactions contemplated by the Depositary in connection with the Stock Sale or Mergerthis Agreement by ALARIS Stockholders, authorization for listing the shares of the Purchaser Stock on the NYSEif required, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iviii) registrations or other actions required under federal, United States federal and state and foreign securities laws as are contemplated by this Agreement Agreement, (iv) consents of, approvals of, reviews by or registrations or filings with any Governmental Authority or third party set forth in Section 5.5(d) to the ALARIS Disclosure Schedule and (v) notifications to or applications for consent from Governmental Authorities required with respect to if applicable, the Xxxxxx Permitsfiling of the Certificate of Merger; except, except in the case of (b)Section 5.5(b) that is set forth in Section 5.5(b) to the ALARIS Disclosure Schedule, (cand in the case of Sections 5.5(c) and (d), 5.5(d) for any of the foregoing thatthat would not, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on ALARIS or a material adverse impact effect on the ability of the Purchaser and Merger Sub parties hereto to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation MUSA Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe MUSA Bylaws; (b) except as set forth in Section 4.5(b) of the MUSA 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party Person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub MUSA or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub MUSA or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub MUSA or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser MUSA or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to approval of this Agreement and the Purchaser Stock to be issued transactions contemplated by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEthis Agreement by MUSA Stockholders, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsForeign Antitrust Laws, (iviii) registrations or other actions required under federalUnited States federal and state securities laws, state (iv) consents or approvals of any Governmental Authority set forth in Section 4.5(d) of the MUSA Disclosure Schedule, and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required the filing with respect to the Xxxxxx PermitsDelaware Secretary of State of the Certificate of Merger; except, other than in the case of (bSections 4.5(b), (c4.5(c) and (d)4.5(d) those exceptions that would not, for any of the foregoing that, individually or in the aggregate, would not have or reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")MUSA.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and BLP nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation BLP Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's bythe BLP By-laws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub BLP or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub BLP or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub BLP or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser BLP or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to adoption of this Agreement and the Purchaser Stock to be issued transactions contemplated by the Depositary in connection with the Stock Sale or Mergerthis Agreement by BLP Stockholders, authorization for listing the shares of the Purchaser Stock on the NYSEif required, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iviii) registrations or other actions required under federal, United States federal and state and foreign securities laws as are contemplated by this Agreement Agreement, and (iv) consents or (v) notifications to or applications for consent from approvals of any Governmental Authorities required with respect Authority set forth in Section 5.5 to the Xxxxxx PermitsBLP Disclosure Schedule; except, except in the case of (b)Section 5.5(b) that is set forth in Section 5.5(b) to the BLP Disclosure Schedule, (cand in the case of Sections 5.5(c) and (d5.5(d), for any of the foregoing thatthat would not, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect on BLP or a material adverse impact effect on the ability of the Purchaser and Merger Sub parties hereto to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and by the Purchaser DocumentsCompany, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation Company Articles or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's bythe Company By-laws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) material lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Company or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Company or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Company or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Company or Merger Sub any of its affiliates with, any third party Governmental Authority or Governmental Authorityother person, other than (i) with respect to approval of this Agreement and the Purchaser Stock to be issued transactions contemplated by this Agreement by the Depositary in connection with the Stock Sale or MergerCompany Shareholders, authorization for listing the shares of the Purchaser Stock on the NYSEif required, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iviii) registrations or other actions required under federalUnited States federal and state securities laws, state (iv) consents of, approvals of, reviews by or registrations or filings with any Governmental Authority or other person set forth in Section 5.5(d) to the Company Disclosure Schedule and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required the filing of the Articles of Merger with respect to the Xxxxxx PermitsTexas Secretary of State; except, except in the case of (bSection 5.5(b) that is set forth in Section 5.5(b) to the Company Disclosure Schedule, and in the case of Sections 5.5(b), (c5.5(c) and (d), 5.5(d) for any of the foregoing thatthat would not, individually or in the aggregate, would not have or reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Company.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Parent or Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of the PurchaserParent's certificate Certificate of incorporation Incorporation, or by-laws (or equivalent organizational documents)Parent's Bylaws, Merger Sub's certificate of incorporation or Merger Sub's by-lawsCertificate of Incorporation or Merger Sub's Bylaws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party Person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance lien, security interest, pledge, mortgage, charge, option, hypothecation, easement, restriction or other encumbrance (other than a Permitted an "Encumbrance") upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Parent or Merger Sub any of its 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"), other than (i) with respect to the Purchaser Stock to be issued actions required by the Depositary Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxxxxxxx xith the rules and regulations thereunder, the "HSR Act") and applicable laws, rules and regulations in connection with the Stock Sale foreign jurisdictions governing antitrust or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEmerger control matters ("Foreign Antitrust Laws"), (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, compliance with any United States federal and state securities laws and any other applicable takeover laws and (iii) actions required by the HSR Act and filing with the competition laws Delaware Secretary of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to State of the Xxxxxx PermitsCertificate of Merger; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not have or reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Parent.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 The execution and delivery by GM of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule")Transaction Agreements, the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub Hughes of the Merger Agreement Hughes Transacxxxx Xgreements, and the consummation of the transactions contemplated hereby by the GM Transaction Agreements and thereby the Hughes Transaction Agreements will not: (a) violate any provision xxxxxxion of the Purchaser's GM Certificate of Incorporation (after giving effect to the GM Charter Amendment), the bylaws of GM, the GM Board Policy Statement, the Hughes Certificate of Incorporation, the Hughes By-laws (after gxxxxx effect to the Hughes Charter Amendmxxxx) or the certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate xx xxe bylaws of incorporation or Merger Sub's by-lawsany of Hughes' Subsidiaries; (b) violate, conflict with, or result in rexxxx xn a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance liens, pledges, security interests, preemptive rights, charges, restrictions, claims or other encumbrances of any kind or nature (other than a Permitted Encumbrancecollectively, "Encumbrances") upon any of the properties or assets of the Purchaser, Merger Sub GM or any of the Purchaser's its Significant Subsidiaries under(as defined below), other than Hughes and its Subsidiaries, under any of the terms, conditions or provisions ox xxxxisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub GM or any of the Purchaser's its Significant Subsidiaries (other than Hughes and its Subsidiaries) is a party; (c) violate any orderanx xxxxr, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub GM or any of the Purchaser's its Significant Subsidiaries (other than Hughes and its Subsidiaries); or (d) except as contemplxxxx by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by the Purchaser GM or Merger Sub any of its Affiliates (other than Hughes and its Subsidiaries) with, any third party or Governmental AuthorityGovernmenxxx Xuthority, other than (i) with respect to authorization for listing or quotation of the Purchaser shares of Hughes Class C Common Stock and Hughes Class A Common Stock to be issued by the Depositary xx xxsued in connection with txx Xxin-Off and the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock as applicable, on the NYSENYSE or the Nasdaq Stock Market ("Nasdaq"), subject to official notice of issuance, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, xxx xxx xxxxx xxd regulations promulgated thereunder (the "HSR Act Act"), and the competition any similar laws of foreign jurisdictions, and (iviii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx PermitsAgreement; except, except in the case of (b), (c) and (d), ) for any of the foregoing that, in the aggregate, would could not reasonably be expected to have a material adverse impact on the GM's ability of the Purchaser and Merger Sub to consummate the transactions contemplated by the GM Transaction Agreements or a Hughes Material Adverse Effect or a material adverse effect on Hxxxxx' ability to consummate the transactions contemplated xx xxe Hughes Transaction Agreements. (e) For the purposes of this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectivelyAgreement, the "Specified Foreign Persons").following terms shall have the following meanings:

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 The execution and delivery of this Agreement and the Shareholders Proxy by the Company, and, subject to the adoption of the disclosure schedule delivered Amended and Restated Certificate of Incorporation by the Purchaser to GM shareholders of the Company and Xxxxxx the filing of the Amended and dated Restated Certificate of Incorporation with the Secretary of State of the State of New York, the consummation of the Reclassification and the other transactions contemplated hereby and thereby by the Company do not and will not (A) violate, conflict with, or result in a breach of any provision of, or constitute a default under the Company’s certificate of incorporation in effect as of the date hereof (the "Purchaser Disclosure Schedule"), “Current Certificate of Incorporation”) or the execution Company’s Second Amended and delivery by Restated By-Laws (the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub “Company By-Laws”) in effect as of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will not: date hereof; (a) violate any provision of the Purchaser's certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-laws; (bB) 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 notice or lapse of time or both, would constitute become a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub Company or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Company or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; party (cother than any compensation or similar plan or arrangement); (C) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Purchaser, Merger Sub Company; or any (D) subject to the receipt of the Purchaser's Significant Subsidiaries; or Requisite Shareholder Approvals, the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of New York, compliance with the Securities Act and the Exchange Act, including required filings with the U.S. Securities and Exchange Commission (dthe “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the New York Stock Exchange (the “NYSE”) of the shares of Class A Common Stock into which the Class B Common Stock shall be exchanged and reclassified by virtue of the Amended and Restated Certificate of Incorporation for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or filing by the Purchaser or Merger Sub Company with, any third party or Governmental Authority, other than (i) except, with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, clauses (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, in the case of (bB), (cC) and (dD), for any of the foregoing that, in the aggregate, as would not reasonably be expected to to, individually or in the aggregate, have a material adverse impact effect on the ability Company or prevent or materially impair or materially delay the consummation of the Purchaser Reclassification and Merger Sub to consummate the other transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")hereby.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 The execution and delivery by GM of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule")Transaction Agreements, the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub Xxxxxx of the Merger Agreement Xxxxxx Transaction Agreements, and the consummation of the transactions contemplated hereby by the GM Transaction Agreements and thereby the Xxxxxx Transaction Agreements will not: (a) violate any provision of the Purchaser's GM Certificate of Incorporation (after giving effect to the GM Charter Amendment), the bylaws of GM, the GM Board Policy Statement, the Xxxxxx Certificate of Incorporation, the Xxxxxx By- laws (after giving effect to the Xxxxxx Charter Amendments) or the certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate the bylaws of incorporation or Merger Sub's by-lawsany of Xxxxxx' Subsidiaries; (b) violate, 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 both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance liens, pledges, security interests, preemptive rights, charges, restrictions, claims or other encumbrances of any kind or nature (other than a Permitted Encumbrancecollectively, "Encumbrances") upon any of the properties or assets of the Purchaser, Merger Sub GM or any of the Purchaser's its Significant Subsidiaries under(as defined below), other than Xxxxxx and its Subsidiaries, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub GM or any of the Purchaser's its Significant Subsidiaries (other than Xxxxxx and its Subsidiaries) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub GM or any of the Purchaser's its Significant Subsidiaries (other than Xxxxxx and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by the Purchaser GM or Merger Sub any of its Affiliates (other than Xxxxxx and its Subsidiaries) with, any third party or Governmental Authority, other than (i) with respect to authorization for listing or quotation of the Purchaser shares of Xxxxxx Class C Common Stock and Xxxxxx Class A Common Stock to be issued by the Depositary in connection with the Stock Sale or Spin-Off and the Merger, authorization for listing the shares of the Purchaser Stock as applicable, on the NYSENYSE or the Nasdaq Stock Market ("Nasdaq"), subject to official notice of issuance, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended, and the competition rules and regulations promulgated thereunder (the "HSR Act"), and any similar laws of foreign jurisdictions, and (iviii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx PermitsAgreement; except, except in the case of (b), (c) and (d), ) for any of the foregoing that, in the aggregate, would could not reasonably be expected to have a material adverse impact on the GM's ability of the Purchaser and Merger Sub to consummate the transactions contemplated by the GM Transaction Agreements or a Xxxxxx Material Adverse Effect or a material adverse effect on Xxxxxx' ability to consummate the transactions contemplated by the Xxxxxx Transaction Agreements. (e) For the purposes of this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectivelyAgreement, the "Specified Foreign Persons").following terms shall have the following meanings:

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement or the other Transaction Agreements by GM or any of its subsidiaries (other than with respect to actions taken by Xxxxxx and the Purchaser Documents, the execution and delivery by Merger Sub subsidiaries of the Merger Agreement and Xxxxxx after giving effect to the consummation of the transactions HEC Reorganization) nor the consummation of the transac- tions on the part of GM or any such subsidiary contemplated hereby and or thereby will notwill: (a) violate conflict with, or result in a breach of any provision pro- vision of the Purchaser's certificate of incorporation or by-laws (bylaws of GM or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsany such subsidiary; (b) 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 bothother- wise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub GM or any of its subsidiaries (other than Xxxxxx and the Purchaser's Significant Subsidiaries undersubsidiaries of Xxxxxx after giving effect to the consummation of the HEC Reorganization), under any of the terms, conditions or provisions provi- sions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub GM or any of its subsidiaries (other than Xxxxxx and the Purchaser's Significant Subsidiaries subsid- iaries of Xxxxxx after giving effect to the consummation of the HEC Reorganization) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub GM or any of its sub- sidiaries (other than Xxxxxx and the Purchaser's Significant Subsidiaries; orsubsidiaries of Xxxxxx after giving effect to the consummation of the HEC Reorganiza- tion) or any of their properties or assets; (d) except as contemplated by the Xxxxxx Distribu- tion Agreement and the Xxxxxx Merger Agreement, require any action or consent or approval of, or review by, or registration or filing by GM or any of its subsidiaries (other than Xxxxxx and the Purchaser or Merger Sub subsidiaries of Xxxxxx after giving effect to the con- summation of the HEC Reorganization) with, any third party or any court, arbitral tribunal, administrative agency or commis- sion or other governmental or regulatory body, agency, instru- mentality or authority (a "Governmental Authority"), other than (i) with respect to authorization for listing of the Purchaser shares of Xxxxxx Class A Common Stock to be issued by in the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock Xxxxxx Spin-Off Merger on the NYSENew York Stock Exchange, subject to official notice of issu- ance, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the competition laws of foreign jurisdictionsrules and regula- tions promulgated thereunder (the "HSR Act"), and other similar foreign, federal and state laws, and (iviii) registrations or other actions required under federalforeign, federal and state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permitssecuri- ties laws; except, except in the case of (b), (c) and (d), for any of the foregoing forego- ing that, individually or in the aggregate, would not reasonably be expected to neither have a material adverse impact effect on the ability of GM and its subsid- iaries (other than Xxxxxx and the Purchaser and Merger Sub subsidiaries of Xxxxxx after giving effect to the consummation of the HEC Reorganization) to consummate the transactions on their parts contemplated hereby and by this Agreement and the Purchaser Documents. Section 6.3(e) other Transaction Agreements to which GM or any such subsidiary, as applicable, is a party nor materially delay the ability of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")GM or any such subsidiary to consummate such trans- actions.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement, the Ancillary Agreements and any other agreements, documents and instruments to be executed and delivered in connection with this Agreement or any of the Ancillary Agreements, nor, upon the entry of the 363 Order and the Purchaser Documents365 Order, the execution and delivery by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will notthereby, will: (a) violate conflict with, or result in a breach of any provision of, the organizational documents of (i) any Seller Entity or (ii) any other Subsidiary of Seller which is a party to the Purchaser's certificate of incorporation Ancillary Agreements or by-laws (any other agreements, documents and instruments to be executed and delivered in connection with this Agreement or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe Ancillary Agreements; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party Person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call declare a default under, or result in the creation of any Liability in respect of, or cause an Encumbrance (other than a Permitted Encumbrance) upon upon, any of the properties or assets of the PurchaserAcquired Companies or upon any Acquired Assets, Merger Sub or any of the Purchaser's Significant Subsidiaries underincluding, under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which any Seller Entity is a party or by which any of their respective properties or assets (including the PurchaserAcquired Assets) is bound or (ii) any Permit (other than Permits that are not material to the operation of the Acquired Business or the use, Merger Sub holding or ownership of any of the Purchaser's Significant Subsidiaries Acquired Assets and which are readily obtainable by any Person without undue burden, expense or delay) or filing to which any Seller Entity or any Subsidiary of any Seller Entity is subject or by which any of their respective properties or assets (including the Acquired Assets) is bound, except in the case of Acquired Assets and assets of Acquired Companies, those violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a partyresult of Seller Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of the Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the Closing); (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Purchaser, Merger Sub any Seller Entity or Acquired Company or any of their respective properties or assets (including the Purchaser's Significant Subsidiaries; orAcquired Assets) or to the Acquired Business; (d) require any action, consent or approval of any non-governmental third party, other than consents and approvals of any non-governmental third party (i) set forth in Section 3.4(d) of the Seller Parties Disclosure Schedule or (ii) excused by or rendered unnecessary as a result of Sellers Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, rendering or application of the Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the Closing) (the "Third Party Consents"); or (e) require any action, consent or approval of, or review by, or registration or filing by Seller Parties or the Purchaser or Merger Sub with, Acquired Companies with any third party or Governmental AuthorityBody, other than consents, approvals, or authorizations of, or declarations or filings (i) with respect to the Purchaser Stock to be issued by the Depositary set forth in connection with the Stock Sale or Merger, authorization for listing the shares Section 3.4(e) of the Purchaser Stock on the NYSE, Seller Parties Disclosure Schedule or (ii) application for quotation on the ASX excused by or rendered unnecessary as a result of Sellers Parties' filing of the Preferred Limited Voting Ordinary Shares underlying Petition(s) or the Purchaser Stock to be issued by applicability of the Depositary in the Stock Sale or Merger, Bankruptcy Code (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect but only to the Xxxxxx Permits; exceptextent such excuse, in the case of (b), (c) and (d), for any rendering or application of the foregoing that, Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(eClosing) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign PersonsGovernmental Consents").

Conflicts; Consents and Approvals. Except as set forth on in Section 6.3 of 4.5 to the disclosure schedule delivered Garfield Disclosure Schedule and assuming that this Agreement is approved by the Purchaser to GM and Xxxxxx and dated as of Garfield shareholders in accordance with the date hereof (the "Purchaser Disclosure Schedule")MBCA, neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documentsby Garfield, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation Garfield Articles or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's bythe Garfield By-laws; (b) except as to matters that would not, individually, or in the aggregate, be material to Garfield and its subsidiaries, taken as a whole, 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the material properties or assets of the Purchaser, Merger Sub Garfield or any of the Purchaser's Significant Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Garfield or any of the Purchaser's Significant Subsidiaries subsidiaries is a party; (c) assuming compliance with the matters referred to in Section 4.5(d), violate any applicable order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Garfield or any of its subsidiaries or any of their respective properties or assets, except for any such violations which would not have, either individually or in the Purchaser's Significant Subsidiariesaggregate, a Material Adverse Effect; or (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser Garfield or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued approval of this Agreement by the Depositary holders of Garfield Common Stock, in connection accordance with the Stock Sale or MergerGarfield Articles, authorization for listing the shares of Garfield By-laws and the Purchaser Stock on the NYSEMBCA, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued actions required by the Depositary in the Stock Sale or MergerHSR Act, (iii) actions required by under any Antitrust Laws that if not made would, individually or in the HSR Act and aggregate, be likely to have a Material Adverse Effect or a material adverse effect on the competition laws ability of foreign jurisdictionsthe parties to this Agreement to consummate the transactions contemplated herein, (iv) registrations filings or other actions required under federal, United States federal and state and foreign securities laws as are contemplated by this Agreement or Agreement, (v) notifications to or applications for consent from Governmental Authorities required with respect to filing of the Xxxxxx Permits; exceptArticles of Merger, in the case of (b), (c) and (d)vi) such other actions, for any consents, approvals, reviews, registrations and filings, the failure of the foregoing thatwhich to make or obtain would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Material Adverse Effect.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 3.5 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Parent Disclosure Schedule"), neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Parent or Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of the Purchaser's certificate of incorporation Parent’s Certificate or by-laws (or equivalent organizational documents)Parent’s Bylaws, Merger Sub's certificate ’s Certificate of incorporation Incorporation or Merger Sub's by-laws’s Bylaws or Second Merger Sub’s Certificate of Incorporation or Second Merger Sub’s Bylaws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party individual or entity (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate violate, or conflict with, any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant SubsidiariesApplicable Law; or (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser Parent or Merger Sub any of its subsidiaries with, any third party or any local, domestic, foreign or multinational government, court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, entity, instrumentality, department, board, or authority (each of the foregoing, a “Governmental Authority”), other than (i) with respect to the Purchaser Stock to be issued actions required by the Depositary in connection Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the Stock Sale rules and regulations promulgated thereunder, the “HSR Act”) and Applicable Laws, rules and regulations in foreign jurisdictions governing antitrust or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEmerger control matters (“Foreign Antitrust Laws”), (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Mergercompliance with any United States federal and state securities laws and any other applicable takeover laws, (iii) actions required by the HSR Act filing with the Delaware Secretary of State of the Certificate of Merger, and the competition laws of foreign jurisdictions, (iv) registrations or other actions required the appropriate filings and approvals under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx PermitsNYSE rules; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Parent or Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Sub.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), the The execution and delivery by the Purchaser Buyer and Merger Sub of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement Related Agreements and the consummation of the transactions contemplated hereby and thereby will not: (a) violate any provision of the Purchaser's certificate of incorporation or by-laws (or equivalent organizational organization documents), Merger Sub's certificate ) of incorporation the Buyer or Merger Sub's by-laws; (b) violate, 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 both, would constitute a default) under, require the consent of any party or the giving of notice to any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify modify, impose any monetary or other economic penalty or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Buyer or Merger Sub or any of the Purchaser's Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of or trust, intellectual property or other licenselicenses (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Buyer or the Merger Sub or any of the Purchaser's Significant Subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries; or (d) require any consent or approval of, or registration or filing by the Purchaser Buyer or Merger Sub withSub, except where any third party or Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, in the case of (b), (c) and (d), for any of the foregoing that, in the aggregate, such violation would not reasonably be expected to have individually or in the aggregate a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions Buyer Material Adverse Effect; or (d) except as contemplated by this Agreement and or the Purchaser Documents. Section 6.3(eRelated Agreements, require any consent or approval of or registration or filing by the Buyer or Merger Sub or any of their affiliates with, any third party or any Governmental Entity, which has not been received or made, except for (i) any such consent or approval of or registration or filing with the FCC, any State PUC, or any Municipal Franchising Authority having regulatory authority over the business of the Purchaser Disclosure Schedule sets forth a list Buyer or Merger Sub as conducted in any given jurisdiction, (ii) the requirements of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectivelySecurities Act, the "Specified Foreign Persons")Exchange Act, Blue Sky Laws and state takeover laws and (iii) any such consent or approval of or registration or filing which if not obtained or made could not reasonably be expected to have a Buyer Material Adverse Effect.

Conflicts; Consents and Approvals. Except as set forth on in Section 6.3 2.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Parent Disclosure Schedule"), the execution and delivery by the Purchaser each Selling Party of this Agreement and the Purchaser Documents, Related Agreements at the time of execution and delivery by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will not: (a) violate any provision of the Purchaser's certificate of incorporation or by-laws (or equivalent organizational documents), Merger Sub) of such Selling Party or any of such Selling Party's certificate of incorporation or Merger Sub's by-lawssubsidiaries; (b) in any material respect violate, 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 both, would constitute a default) under, require the consent of any party Person or the giving of notice to any Person under, or entitle any party Party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify modify, impose any monetary or other economic penalty or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) encumbrance upon any of the properties or assets of the Purchaser, Merger Sub such Selling Party or any of the Purchasersuch Selling Party's Significant Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other licenselicenses (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below), contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub such Selling Party or any of the Purchasersuch Selling Party's Significant Subsidiaries subsidiaries is a party; (c) violate in any material respect any order, writ, injunction, decree, statute, rule or regulation (except with respect to consents or approvals with the FCC, State PUCs or Municipal Franchising Authorities referred to in subsection (d) below) applicable to the Purchaser, Merger Sub such Selling Party or any of the Purchasersuch Selling Party's Significant Subsidiariessubsidiaries; or (d) require any material consent or approval of, of or registration or filing by the Purchaser such Selling Party or Merger Sub any of its affiliates with, any third party or any federal, national, supranational, state, county, provincial, local, foreign or similar government, governmental agency, administrative or regulatory authority, department, commission, board, agency or instrumentality, or any court, tribunal or judicial or arbitral body (each, a "Governmental Authority, other than Entity") which has not been received or made except for (i) with respect to the Purchaser Stock to be issued by the Depositary in connection any such consent or approval of or registration or filing with the Stock Sale Federal Communications Commission ("FCC"), any state public service or Mergerpublic utilities commission (each, authorization for listing a "State PUC"), and any municipal franchising authority (each, a "Municipal Franchising Authority") having regulatory authority over the shares business of such Selling Party or its subsidiaries as conducted in any given jurisdiction and described on Section 2.3(d) of the Purchaser Stock on the NYSEParent Disclosure Schedule, and (ii) application for quotation on the ASX requirements of the Preferred Limited Voting Ordinary Shares underlying Securities Act of 1933, as amended (the Purchaser Stock to be issued by "Securities Act"), the Depositary in Exchange Act of 1934, as amended (the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal"Exchange Act"), state and foreign securities or "blue sky" laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, in the case of (b), (c"Blue Sky Laws") and (d), for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact state takeover laws and described on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e2.3(d) of the Purchaser Parent Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Schedule.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documentsby OfficeMax, the execution and delivery by Mapleby Holdco or Merger Sub of the Merger Agreement and One nor the consummation of the transactions contemplated hereby and thereby will notTransactions will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate OfficeMax Certificate or the OfficeMax Bylaws or the certificates of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate bylaws of incorporation Mapleby Holdco or Merger Sub's by-lawsSub One, subject to (i) the receipt of the OfficeMax Stockholder Approval, (ii) adoption of this Agreement by Mapleby Holdco in its capacity as sole stockholder of Merger Sub One with respect to the First Merger, (iii) adoption of this Agreement by OfficeMax in its capacity as sole stockholder of Mapleby Holdco with respect to the Second Merger and (iv) approval by Mapleby Holdco in its capacity as sole stockholder of OfficeMax with respect to the LLC Conversion; (b) assuming compliance with the matters referred to in Section 4.5(d), 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub OfficeMax or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub OfficeMax or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation Applicable Law applicable to the Purchaser, Merger Sub OfficeMax or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser OfficeMax or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) (A) receipt of the OfficeMax Stockholder Approval, (B) adoption of this Agreement by Mapleby Holdco in its capacity as sole stockholder of Merger Sub One with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or First Merger, authorization for listing (C) adoption of this Agreement by OfficeMax in its capacity as sole stockholder of Mapleby Holdco with respect to the shares Second Merger and (D) approval by Mapleby Holdco in its capacity as sole stockholder of OfficeMax with respect to the Purchaser Stock on the NYSELLC Conversion, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iviii) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement or Agreement, (iv) the Delaware Filings, and (v) consents or approvals of, or notifications to or applications for consent from to, any Governmental Authorities required with respect Authority (including under Antitrust Laws) set forth in Section 4.5(d)(v) to the Xxxxxx PermitsOfficeMax Disclosure Schedule; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on OfficeMax or a material adverse impact effect on the ability of the Purchaser and Merger Sub OfficeMax to consummate any of the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and PhotoWorks nor the consummation of the transactions contemplated hereby and thereby will notwill: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation PhotoWorks Articles or by-laws (the PhotoWorks Bylaws or the equivalent organizational documents), Merger Sub's certificate documents of incorporation or Merger Sub's by-lawsany PhotoWorks Subsidiary; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party A-15 under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the properties or assets of the Purchaser, Merger Sub PhotoWorks or any of the Purchaser's Significant Subsidiaries PhotoWorks Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries PhotoWorks is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub PhotoWorks or any of the Purchaser's Significant SubsidiariesPhotoWorks Subsidiary; or (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser PhotoWorks or Merger Sub any PhotoWorks Subsidiary with, any third party or any Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by filing of the Depositary in connection Articles of Merger with the Stock Sale or Merger, authorization for listing the shares Washington Secretary of the Purchaser Stock on the NYSEState, (ii) application for quotation on the ASX of filings with the Preferred Limited Voting Ordinary Shares underlying SEC required under the Purchaser Stock to be issued by the Depositary in the Stock Sale or MergerExchange Act, (iii) actions the PhotoWorks Shareholder Approval, if required by Applicable Law to approve the HSR Act and the competition laws of foreign jurisdictionsMerger, (iv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement and (vi) consents or (v) notifications to or applications for consent from approvals of any Governmental Authorities required with respect to Authority set forth in Section 6.7 of the Xxxxxx PermitsPhotoWorks Disclosure Schedule; except, except in the case of clause (b), (c) and or (d), ) for any of the foregoing thatthat are set forth in Section 6.7 of the PhotoWorks Disclosure Schedule, and in the case of clauses (b) through (d) for any of the foregoing that would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")PhotoWorks Material Adverse Effect.

Conflicts; Consents and Approvals. Except as set forth on in Section 6.3 4.5 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Navigant Disclosure Schedule"), neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation Navigant Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe Navigant Bylaws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Navigant or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Navigant or any of the Purchaser's Significant Subsidiaries 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 applicable to the Purchaser, Merger Sub Navigant or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Navigant or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to approval of this Agreement and the Purchaser Stock to be issued transactions contemplated by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEthis Agreement by Navigant Stockholders, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsForeign Antitrust Laws, (iii) compliance with any United States federal and state securities laws, and (iv) registrations or the filing with the Delaware Secretary of State of the Certificate of Merger; other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, than in the case of (bSections 4.5(b), (c4.5(c) and (d)4.5(d) those exceptions that would not, for any of the foregoing that, individually or in the aggregate, would not have or reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Navigant.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and by any Parent Party nor the Purchaser Documents, consummation by the execution and delivery by Merger Sub Parent Parties of the Merger Agreement and the consummation of the other transactions contemplated hereby and thereby will notwill: (a) violate conflict with, or result in a breach of any provision of, the organizational documents of any Parent Party, subject to adoption of this Agreement by Fund Holdings in its capacity as the Purchaser's certificate sole member of incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsSub with respect to the Merger; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation (each, a “Contract”) to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) assuming compliance with the matters referred to in Section 3.4(d), violate any orderapplicable laws, writstatutes, injunctionrules, decreeregulations, statutelegally binding policies or guidelines promulgated, rule or regulation judgments, decisions or orders entered by any Governmental Authority (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Law”) applicable to the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Parent or Merger Sub any of its subsidiaries with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, mediator, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (i) with respect to authorization for inclusion of the Purchaser Stock Parent Common Units to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock delivered pursuant to this Agreement on the NYSE, subject to official notice of issuance, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued any notifications required by the Depositary in Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the Stock Sale or Mergerrules and regulations thereunder, the “HSR Act”), (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federalforeign, federal or state Antitrust Laws or securities or blue-sky laws, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and foreign securities laws as are contemplated by this Agreement or (v) consents or approvals of, or notifications to or applications for consent from to, any Governmental Authorities required with respect Authority set forth in Section 3.4(d) to the Xxxxxx PermitsParent Disclosure Schedule; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected constitute a Material Adverse Effect with respect to have Parent or a material adverse impact effect on the ability of the Purchaser and Merger Sub any Parent Party to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documentsby Office Depot, the execution and delivery by Merger Sub of the Two or Merger Agreement and Sub Three nor the consummation of the transactions contemplated hereby and thereby will notTransactions or the Bylaw Amendment will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's Office Depot Charter or the Office Depot Bylaws, the certificate of incorporation or by-laws (bylaws of Merger Sub Two or equivalent organizational documents), Merger Sub's the certificate of incorporation formation or limited liability company agreement of Merger Sub's by-lawsSub Three, subject to (i) receipt of the Office Depot Stockholder Approval, (ii) adoption of this Agreement by Office Depot in its capacity as sole stockholder of Merger Sub Two with respect to the Second Merger and (iii) approval of this Agreement by Office Depot as the sole member of Merger Sub Three with respect to the Third Merger; (b) assuming compliance with the matters referred to in Section 3.5(d), 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, adversely modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Office Depot or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Office Depot or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any orderapplicable laws, writstatutes, injunctionrules, decreeregulations, statutelegally binding policies or guidelines promulgated, rule or regulation judgments, decisions or orders entered by any Governmental Authority (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Law”) applicable to the Purchaser, Merger Sub Office Depot or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Office Depot or Merger Sub any of its affiliates with, any third party or any local, domestic, foreign or multi-national court, arbitral tribunal, mediator, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a “Governmental Authority”), other than (i) (A) receipt of the Office Depot Stockholder Approval, (B) adoption of this Agreement by Office Depot in its capacity as sole stockholder of Merger Sub Two with respect to the Purchaser Second Merger and (C) approval of this Agreement by Office Depot as the sole member of Merger Sub Three with respect to the Third Merger, (ii) authorization for inclusion of the shares of Office Depot Common Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock pursuant to this Agreement on the NYSE, (ii) application for quotation on the ASX subject to official notice of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Mergerissuance, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the “HSR Act and the competition laws of foreign jurisdictionsAct”), (iv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement or Agreement, (v) the Delaware Filings, and (vi) consents or approvals of, or notifications to or applications for consent from to, any Governmental Authorities required with respect Authority (including under Antitrust Laws) set forth in Section 3.5(d)(vi) to the Xxxxxx PermitsOffice Depot Disclosure Schedule; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Office Depot or a material adverse impact effect on the ability of the Purchaser and Merger Sub Office Depot to consummate any of the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser --------------------------------- of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and Parent or Subcorp nor the consummation of the transactions contemplated hereby and thereby will notwill: (a) violate conflict with, or result in a breach of any provision of the Purchaser's certificate Parent Certificate or Parent Bylaws or the Amended and Restated Certificate of incorporation Incorporation or by-laws (or equivalent organizational documents), Merger Sub's certificate Bylaws of incorporation or Merger Sub's by-lawsSubcorp; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothof otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Parent or Merger Sub any of its affiliates 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"), other than (i) with respect to authorization for inclusion of the Purchaser shares of Parent Common Stock to be issued by in the Depositary in connection with Merger and the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock transactions contemplated hereby on the NYSE, (ii) application for quotation on the ASX subject to official notice of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Mergerissuance, (iii) actions required by the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the competition laws of rules and regulations promulgated thereunder (the "HSR Act"), or any applicable foreign jurisdictionsantitrust law, or (iv) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, in the case of (b), (c) and (d), for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement, the Ancillary Agreements and any other agreements, documents and instruments to be executed and delivered in connection with this Agreement or any of the Ancillary Agreements, nor, upon the entry of the 363 Order and the Purchaser Documents365 Order, the execution and delivery by Merger Sub of the Merger Agreement and the consummation of the transactions contemplated hereby and thereby will notthereby, will: (a) violate conflict with, or result in a breach of any provision of, the organizational documents of (i) any Seller Entity or (ii) any other Subsidiary of Seller which is a party to the Purchaser's certificate of incorporation Ancillary Agreements or by-laws (any other agreements, documents and instruments to be executed and delivered in connection with this Agreement or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe Ancillary Agreements; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party Person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call declare a default under, or result in the creation of any Liability in respect of, or cause an Encumbrance (other than a Permitted Encumbrance) upon upon, any of the properties or assets of the PurchaserAcquired Companies or upon any Acquired Assets, Merger Sub or any of the Purchaser's Significant Subsidiaries underincluding, under any of the terms, conditions or provisions of (i) any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which any Seller Entity is a party or by which any of their respective properties or assets (including the PurchaserAcquired Assets) is bound or (ii) any Permit (other than Permits that are not material to the operation of the Acquired Business or the use, Merger Sub holding or ownership of any of the Purchaser's Significant Subsidiaries Acquired Assets and which are readily obtainable by any Person without undue burden, expense or delay) or filing to which any Seller Entity or any Subsidiary of any Seller Entity is subject or by which any of their respective properties or assets (including the Acquired Assets) is bound, except in the case of Acquired Assets and assets of Acquired Companies, those violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a partyresult of Seller Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, lack of enforceability or application of the Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the Closing); (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Purchaser, Merger Sub any Seller Entity or Acquired Company or any of their respective properties or assets (including the Purchaser's Significant Subsidiaries; orAcquired Assets) or to the Acquired Business; (d) require any action, consent or approval of any non-governmental third party, other than consents and approvals of any non-governmental third party (i) set forth in SECTION 3.4(d) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or (ii) excused by or rendered unnecessary as a result of Sellers Parties' filing of the Petition(s) or the applicability of the Bankruptcy Code (but only to the extent such excuse, rendering or application of the Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the Closing) (the "THIRD PARTY CONSENTS"); or (e) require any action, consent or approval of, or review by, or registration or filing by Seller Parties or the Purchaser or Merger Sub with, Acquired Companies with any third party or Governmental AuthorityBody, other than consents, approvals, or authorizations of, or declarations or filings (i) with respect to the Purchaser Stock to be issued by the Depositary set forth in connection with the Stock Sale SECTION 3.4(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX excused by or rendered unnecessary as a result of Sellers Parties' filing of the Preferred Limited Voting Ordinary Shares underlying Petition(s) or the Purchaser Stock to be issued by applicability of the Depositary in the Stock Sale or Merger, Bankruptcy Code (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect but only to the Xxxxxx Permits; exceptextent such excuse, in the case of (b), (c) and (d), for any rendering or application of the foregoing that, Bankruptcy Code will continue to apply in favor of Buyer and its successors and assigns following the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(eClosing) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign PersonsGOVERNMENTAL CONSENTS").

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and Anadarko or Subcorp nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of, any provision of the PurchaserAnadarko's certificate Restated Certificate of incorporation Incorporation, as amended, or byAnadarko's By-laws (laws, as amended, or equivalent organizational documents), Merger SubSubcorp's certificate Certificate of incorporation Incorporation or Merger SubSubcorp's byBy-laws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party individual or entity (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Anadarko or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Anadarko or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Anadarko or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Anadarko or Merger Sub any of its affiliates 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 (a "Governmental Authority"), other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations thereunder, the "HSR Act and the competition laws of foreign jurisdictionsAct"), if applicable, (ivii) registrations or other actions required under federal, United States federal and state and foreign securities laws as are contemplated by this Agreement Agreement, or (viii) notifications to consents or applications for consent from approvals of any Governmental Authorities required with respect Authority set forth in Section 3.3 to the disclosure schedule delivered by Anadarko to Xxxxxx Permitsand dated the date of this Agreement (the "Anadarko Disclosure Schedule"); except, except in the case of (b)Section 3.3(b) as is set forth in Section 3.3(b) to the Anadarko Disclosure Schedule, (cand in the case of Sections 3.3(c) and (d), 3.3(d) for any of the foregoing thatthat could not, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect (as defined in Section 8.3) on Anadarko or a material adverse impact effect on the ability of the Purchaser and Merger Sub parties to this Agreement to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Agreement.

Conflicts; Consents and Approvals. Except as set forth on in Section 6.3 4.5 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), the execution and delivery of the Xxxxxx Transaction Agreements by the Purchaser of this Agreement Xxxxxx and the Purchaser Documents, GM Transaction Agreements (as defined in the execution and delivery Implementation Agreement) by Merger Sub of the Merger Agreement GM and the consummation of the transactions contemplated hereby and thereby will not: (a) violate any provision of the Purchaser's certificate of incorporation or by-by- laws (or equivalent organizational documents), Merger Sub's certificate ) of incorporation Xxxxxx or Merger Sub's by-lawsany of its Significant Subsidiaries; (b) violate, 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 both, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub Xxxxxx or any of the Purchaser's its Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Xxxxxx or any of the Purchaser's its Significant Subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Xxxxxx or any of the Purchaser's Significant its Subsidiaries; or (d) except as contemplated by the Xxxxxx Transaction Agreements, require any consent or approval of, or registration or filing by the Purchaser Xxxxxx or Merger Sub any of its affiliates with, any third party or Governmental Authority, other than (i) with respect to authorization for listing or quotation of the Purchaser shares of Xxxxxx Class A Common Stock to be issued by in the Depositary in connection with Merger and Xxxxxx Class C Common Stock to be outstanding immediately prior to the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock Merger Effective Time on the NYSENYSE or Nasdaq, subject to official notice of issuance, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition any similar laws of foreign jurisdictions, jurisdictions and (iviii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx PermitsAgreement; except, except in the case of (b), (c) and (d), ) for any of the foregoing that, in the aggregate, would could not reasonably be expected to have a Xxxxxx Material Adverse Effect or have a material adverse impact on the ability of the Purchaser and Merger Sub Xxxxxx to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Xxxxxx Transaction Agreements.

Conflicts; Consents and Approvals. (a) Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"Schedule 4.4(a), none of the execution and delivery by the Purchaser any Seller of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub or any of the Merger Agreement and Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby will not: (a) violate or thereby, or compliance by any provision Seller with any of the Purchaser's certificate of incorporation provisions hereof or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) violate, thereof will conflict with, with or result in a breach of any provision ofof (i) the Seller Organizational Documents, or constitute a default (or an event which, with the giving of notice, the passage of time or both, would constitute a defaultii) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) subject to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any and assuming entry of the properties Bid Procedures Order and the Sale Order, any Material Contract to which such Seller is a party or assets of the Purchaser, Merger Sub by which such Seller or any of the Purchaser's Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries Purchased Assets is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries; or (d) require any consent or approval ofbound, or registration or filing by the Purchaser or Merger Sub with, any third party or Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by subject to and assuming entry of the HSR Act Bid Procedures and the competition laws of foreign jurisdictionsSale Order, (iv) registrations or any applicable Law, other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; exceptthan, in the case of clauses (b), (cii) and (d)iii) such conflicts or breaches that would not, for any of the foregoing that, individually or in the aggregate, would not reasonably be expected to have be adverse in any material respect to the Purchased Assets or such Seller’s or the Purchaser’s ability to conduct the Business in the Ordinary Course of Business, in each case, taken as a material adverse impact whole. (b) Except as set forth on Schedule 4.4(b), no approval, order or Permit from, consent by, or registration, declaration, notification or filing with, any Governmental Body is required on the ability part of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required any Seller in connection with the Transactions execution and delivery by any Seller of this Agreement or any of the Ancillary Agreements, or the consummation by any Seller of the transactions contemplated hereby or thereby (collectivelyincluding the assumption by the Sellers of the Assigned Contracts and the assignment thereof to the Purchaser, but excluding the "Specified Foreign Persons"transfer of any Permit from a Seller to the Purchaser pursuant to this Agreement to the extent such transfer is prohibited by the terms of any such Permit or the Law governing the issuance of such Permit to such Seller and such prohibition cannot overridden by the Sale Order or other related order of the Bankruptcy Court)., except for (i) the entry of the Bid Procedures Order and the Sale Order and

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Parent or Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of the Purchaser's certificate Parent’s Certificate of incorporation Incorporation, or by-laws (or equivalent organizational documents)Parent’s Bylaws, Merger Sub's certificate of incorporation or Merger Sub's by-laws’s Certificate of Incorporation or Merger Sub’s Bylaws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party Person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance lien, security interest, pledge, mortgage, charge, option, hypothecation, easement, restriction or other encumbrance (other than a Permitted an “Encumbrance”) upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Parent or Merger Sub any of its 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”), other than (i) with respect to the Purchaser Stock to be issued actions required by the Depositary in connection Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the Stock Sale rules and regulations thereunder, the “HSR Act”) and applicable laws, rules and regulations in foreign jurisdictions governing antitrust or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEmerger control matters (“Foreign Antitrust Laws”), (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, compliance with any United States federal and state securities laws and any other applicable takeover laws and (iii) actions required by the HSR Act and filing with the competition laws Delaware Secretary of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to State of the Xxxxxx PermitsCertificate of Merger; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not have or reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Parent.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered (a) The execution, delivery and performance by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), the execution and delivery by the Purchaser Sellers of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement Transfer Documents and the consummation by the Sellers of the transactions contemplated hereby will not (i) violate or conflict with the Articles of Organization and thereby will not: Limited Liability Company Operating Agreement of Aquafilm or the Articles of Incorporation or Bylaws of Aquafilm USA, (aii) assuming satisfaction of the requirements set forth in Section 3.4(b) below, violate any provision of law, rule or regulation to which the Purchaser's certificate of incorporation Sellers are subject or by-laws violate or conflict with any order, judgment, injunction or decree applicable to the Sellers or (or equivalent organizational documents)iii) except as disclosed on Schedule 3.4, Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (under or an event whichgive rise to a right of termination, with the giving of notice, the passage of time cancellation or both, would constitute a default) under, require the consent acceleration of any party under, right or entitle any party (with obligation of the giving of notice, the passage of time or both) to terminate, accelerate, modify or call a default Sellers under, or result in the creation of any a lien or Encumbrance (other than a Permitted Encumbrance) upon on any of the properties or assets of the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries underSellers pursuant to, any of the terms, conditions or provisions provision of any agreement, contract, note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which binding upon the Purchaser, Merger Sub Sellers or any license, franchise, permit or other similar authorization held by the Sellers, except in the case of the Purchaser's Significant Subsidiaries is foregoing clause (iii) for any such violation, conflict, default, right or lien which would not, individually or in the aggregate, have a party;Material Adverse Effect. (cb) violate any orderThe execution, writ, injunction, decree, statute, rule or regulation applicable to delivery and performance by the Purchaser, Merger Sub or any Sellers of this Agreement and the Transfer Documents and the consummation by the Sellers of the Purchaser's Significant Subsidiaries; or (d) transactions contemplated hereby do not require any consent from, filing with, consent or approval of, or registration notice to any governmental body, agency or filing by the Purchaser official or Merger Sub with, any third party (including without limitation, in each case, any consent, approval or Governmental Authoritynotice under any agreement, contract, note, bond, mortgage, indenture, or lease or other than (iinstrument binding upon the Sellers or any license, franchise, permit or other similar authorization held by the Sellers) except for any consent, filing or notice that the Sellers are required to obtain or make disclosed on Schedule 3.4. The parties have indicated with respect to the Purchaser Stock consents disclosed on Schedule 3.4 which of such consents will be required to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect obtained prior to the Xxxxxx Permits; exceptClosing (each such indicated consent, in the case of (b), (c) and (d), for any of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on the ability of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons"“Required Consent”).

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), the The execution and delivery by the Purchaser of this Agreement by the Company, and, subject to the adoption of the Proposed Amendments by the stockholders of the Company and the Purchaser Documents, the execution and delivery by Merger Sub filing of the Merger Agreement and Proposed Amendments with the Department of State of the State of New York, the consummation of the Reclassification Transaction and the other transactions contemplated hereby by the Company do not and thereby will not: not (a) violate violate, conflict with, or result in a breach of any provision of of, or constitute a default under the Purchaser's Company’s certificate of incorporation in effect as of the Closing (the “Current Charter”) or by-laws the Company’s amended and restated bylaws in effect as of the Closing (or equivalent organizational documentsthe “Company Bylaws”), Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) 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 notice or lapse of time or both, would constitute become a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or both) person to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub or any of the Purchaser's Significant Subsidiaries Company is a party; party (other than any compensation or similar plan or arrangement), (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the PurchaserCompany, Merger Sub or any of the Purchaser's Significant Subsidiaries; or (d) subject to receipt of the Requisite Stockholder Approval, the filing of the Proposed Amendments with the Department of State of the State of New York, compliance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including required filings with the U.S. Securities and Exchange Commission (the “SEC”), required filings pursuant to state securities or “blue sky” Laws and the approval by the Nasdaq Stock Market (“Nasdaq”) of the shares of Common Stock into which the Class C Preferred Stock shall be reclassified by virtue of the Reclassification Charter Amendment for listing (subject to official notice of issuance), require any action or consent or approval of, or review by, or registration or material filing by the Purchaser or Merger Sub Company with, any third party or Governmental Authority, other than (i) except, with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictions, (iv) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permits; except, in the case of clauses (b), (c) and (d), for any of the foregoing that, in the aggregate, as would not reasonably be expected to to, individually or in the aggregate, have a material adverse impact effect on the ability Company or prevent or materially impair or materially delay the consummation of the Purchaser Reclassification Transaction and Merger Sub to consummate the other transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")hereby.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser Seller or any of its Affiliates of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement and the Purchaser DocumentsAncillary Agreements, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby (including the Reorganization and thereby will notthe Organizational Restructuring) and thereby, will: 3.4.1 conflict with, or result in a breach of any provision of, the organizational documents of (a) violate any provision of the Purchaser's certificate of incorporation Seller, or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-laws; (b) any Affiliate of the Seller which is a party to the Ancillary Agreements or any other agreements and instruments to be executed and delivered in connection therewith; 3.4.2 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 EXECUTION COPY -------------- time or bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party Person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Purchaser, Merger Sub or any portion of the Purchaser's Significant Subsidiaries under, Water Business under any of the terms, conditions or provisions of (a) the organizational documents of the respective Purchased Subsidiaries, (b) any note, bond, mortgage, indenture, deed of trust, intellectual property or Contract (other license, contract, undertaking, agreement, lease or other instrument or obligation than any Employment Agreement) to which the Purchaser, Merger Sub Seller or any of its Subsidiaries (including the Purchaser's Significant Subsidiaries Transferred Subsidiaries) is a party or to which any of their respective properties or assets (including the Transferred Assets) may be bound, or (c) any permit, registration, approval, license or other authorization or filing to which the Seller or any of its Subsidiaries (including the Transferred Subsidiaries) is subject or to which any of their respective properties or assets (including the Transferred Assets) may be subject; 3.4.3 require any action, consent or approval of any non-governmental third party; (c) 3.4.4 violate any order, writ, or injunction, or any material decree, statute, rule or regulation material Law applicable to the Purchaser, Merger Sub Seller or any of its Subsidiaries (including the Purchaser's Significant Transferred Subsidiaries) or any of their respective properties or assets (including the Transferred Assets) or to the Water Business or any portion of the Water Business; or (d) 3.4.5 require any action, consent or approval of, or review by, or registration or filing by the Purchaser Seller or Merger Sub any of its Subsidiaries (including the Transferred Subsidiaries) or any of their respective Affiliates with, any third party or Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSE, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iiia) actions required by the HSR Hart-Scott-Rodino Antitrust Improvements Act and of 1976, as amended (thx "XXX Xxx"), xx other Antitrust Laws set forth in Section 3.4.5 of the competition laws of foreign jurisdictionsSeller's Disclosure Schedule, (ivb) the actions, consents and approvals of, reviews by, or registrations or filings with, Governmental Authorities set forth in Section 3.4.5 of the Seller's Disclosure Schedule, and (c) such other actions required under federalactions, state consents, approvals, reviews, registrations and foreign securities laws filings as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx Permitsnot material; except, except in the case of (b), (c) Sections 3.4.2 and (d), 3.4.3 for any of the foregoing thatitems that would not, individually or in the aggregate, would not reasonably be expected materially adverse to have a material adverse impact the Water Business or on the ability of the Purchaser and Merger Sub Seller to consummate the transactions contemplated hereby by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Outside Date.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 3.5 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Parent Disclosure Schedule"), neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Parent or Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of the Purchaser's certificate of incorporation Parent’s Certificate or by-laws (or equivalent organizational documents)Parent’s Bylaws, Merger Sub's certificate ’s Certificate of incorporation Incorporation or Merger Sub's by-laws’s Bylaws or Second Merger Sub’s Certificate of Incorporation or Second Merger Sub’s Bylaws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party individual or entity (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Parent or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate violate, or conflict with, any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub or any of the Purchaser's Significant SubsidiariesApplicable Law; or (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser Parent or Merger Sub any of its subsidiaries with, any third party or any local, domestic, foreign or multinational government, court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, entity, instrumentality, department, board, or authority (each of the foregoing, a “Governmental Authority”), other than (i) with respect to the Purchaser Stock to be issued actions required by the Depositary in connection Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the Stock Sale rules and regulations promulgated thereunder, the “HSR Act”) and Applicable Laws, rules and regulations in foreign jurisdictions governing antitrust or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEmerger control matters (“Foreign Antitrust Laws”), (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Mergercompliance with any United States federal and state securities laws and any other applicable takeover laws, (iii) actions required by the HSR Act filing with the Delaware Secretary of State of the Certificate of Merger, and the competition laws of foreign jurisdictions, (iv) registrations or other actions required the appropriate filings and approvals under federal, state and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required with respect to the Xxxxxx PermitsNYSE rules; except, except in the case of clauses (b), (c) and (d), ) above for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a material adverse impact Material Adverse Effect on the ability of the Purchaser and Parent or Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")Sub.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and or the Purchaser DocumentsAllegiance Stock Option Agreement by Allegiance, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and or thereby will notwill: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation Allegiance Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe Allegiance Bylaws; (b) 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Allegiance or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Allegiance or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Allegiance or any of the Purchaser's Significant Subsidiariesits 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 the Purchaser Allegiance or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to the Purchaser Stock to be issued by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on Merger and the NYSEtransactions contemplated hereby by Allegiance Stockholders, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsAct, (iviii) registrations or other actions required under federal, federal and state and foreign securities laws as are contemplated by this Agreement and (iv) consents or (v) notifications to or applications for consent from approvals of any Governmental Authorities required with respect Authority set forth in Section 4.5 to the Xxxxxx PermitsAllegiance Disclosure Schedule; except, except in the case of clause (b)) which is set forth in Section 4.5(b) to the Allegiance Disclosure Schedule or, individually or in the aggregate, are otherwise immaterial, and in the case of clauses (c) and (d), ) for any of the foregoing thatthat would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Allegiance or a material adverse impact effect on the ability of the Purchaser and Merger Sub parties to consummate the transactions transaction contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons")hereby.

Conflicts; Consents and Approvals. Except as set forth on Section 6.3 of the disclosure schedule delivered by the Purchaser to GM and Xxxxxx and dated as of the date hereof (the "Purchaser Disclosure Schedule"), Neither the execution and delivery by the Purchaser of this Agreement and the Purchaser Documents, the execution and delivery by Merger Sub of the Merger Agreement and nor the consummation of the transactions contemplated hereby and thereby will notby this Agreement will: (a) violate conflict with, or result in a breach of any provision of of, the Purchaser's certificate of incorporation Kroll Certificate or by-laws (or equivalent organizational documents), Merger Sub's certificate of incorporation or Merger Sub's by-lawsthe Kroll Bylaws; (b) except as set forth in Section 4.5(b) to the Kroll 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 bothotherwise, would constitute a default) under, require the consent of any party under, or entitle any party person (with the giving of notice, the passage of time or bothotherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser, Merger Sub Kroll or any of the Purchaser's Significant Subsidiaries its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser, Merger Sub Kroll or any of the Purchaser's Significant Subsidiaries its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, Merger Sub Kroll or any of the Purchaser's Significant Subsidiariesits subsidiaries or any of their respective properties or assets (assuming receipt of all approvals and consents set forth in Section 4.5(d)); or (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser Kroll or Merger Sub any of its affiliates with, any third party or any Governmental Authority, other than (i) with respect to approval of this Agreement and the Purchaser Stock to be issued transactions contemplated by the Depositary in connection with the Stock Sale or Merger, authorization for listing the shares of the Purchaser Stock on the NYSEthis Agreement by Kroll Stockholders, (ii) application for quotation on the ASX of the Preferred Limited Voting Ordinary Shares underlying the Purchaser Stock to be issued by the Depositary in the Stock Sale or Merger, (iii) actions required by the HSR Act and the competition laws of foreign jurisdictionsForeign Antitrust Laws, (iviii) registrations or other actions required under federalUnited States federal and state securities laws, state (iv) consents or approvals of any Governmental Authority or third party set forth in Section 4.5 to the Kroll Disclosure Schedule, and foreign securities laws as are contemplated by this Agreement or (v) notifications to or applications for consent from Governmental Authorities required the filing with respect to the Xxxxxx Permits; except, in the case Delaware Secretary of (b), (c) and (d), for any State of the foregoing that, in the aggregate, would not reasonably be expected to have a material adverse impact on the ability Certificate of the Purchaser and Merger Sub to consummate the transactions contemplated by this Agreement and the Purchaser Documents. Section 6.3(e) of the Purchaser Disclosure Schedule sets forth a list of all partners and other owners of equity in entities through which the Purchaser conducts it operations in Latin America from whom consent may be required in connection with the Transactions (collectively, the "Specified Foreign Persons").Merger;