Common use of Conflicts; Consents of Third Parties Clause in Contracts

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are subject or bound or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSs. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller Parent and Purchaser of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which Parent and Purchaser is a party, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller Parent and Purchaser with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, do not conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Parent and Purchaser; (ii) any Contract or Permit to which the Seller Parent or Purchaser is a party or by which its any of the properties or assets of Parent or Purchaser are subject bound; (iii) any Order of any Governmental Body applicable to Parent or bound Purchaser or any of the properties or assets of Parent or Purchaser as of the date hereof; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to have, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, a Purchaser Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Parent or Purchaser in connection with (i) the execution and delivery of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which Parent or Purchaser is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Parent or Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, the taking by Parent or Purchaser of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, (ii) the entry into this Agreement of the Bidding Procedures Order and the transactions contemplated herebySale Order and (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make, would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 6.4(a), the execution and delivery by the Seller Parent and Purchaser of this Agreement or and the Seller Ancillary Documents, or the consummation of the transactions contemplated hereby or therebythereby , or compliance by the Seller Parent and Purchaser with any of the provisions hereof or thereof do not and will not (iA) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation or permit the termination default (with or cancellation (whether after the giving of without notice or the lapse of time or both) of any rights or obligationsunder, or result in (B) give rise to a loss right of any benefit termination or imposition of any penalties, cancellation under any provision of: (i) the certificate of incorporation and by-laws or comparable organizational documents of Parent and Purchaser; (ii) any Contract or Permit to which the Seller Parent or Purchaser is a party or by which its any of the properties or assets of Parent or Purchaser are subject bound, other than such conflicts, violations, defaults, terminations or bound cancellations that would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect; (iii) any Order of any Governmental Body applicable to Parent or Purchaser or any of the properties or assets of Parent or Purchaser as of the date hereof; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 6.4(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Parent or Purchaser in connection with (i) the execution and delivery of this AgreementAgreement and the Ancillary Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Parent or Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act, and Exchange Commission (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to disclose obtain or make, would not reasonably be expected to have, individually or in the entry into this Agreement and the transactions contemplated herebyaggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None To the knowledge of Seller, none of the execution and delivery by the Seller of this Agreement or by Seller of the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which the Seller is a party or by which its any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or bound any of the properties or assets of Seller as of the date hereof; or (iv) result subject to entry of the Sale Order, any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSscancellations that would not have a Material Adverse Effect. (b) No To the knowledge of Seller, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose (i) the entry into this Agreement of the Sale Order, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the transactions contemplated herebyfailure of which to obtain or make would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Longwood of this Agreement or the Seller DocumentsLongwood Agreements, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Longwood with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to a loss of a benefit under, Order or Permit applicable give rise to any obligation of Longwood to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens, other than Permitted Liens, upon any of the material assets of Longwood or obligationsany of the Contributed Entities under, any provision of (i) the Organizational Documents of Longwood or result in a loss any of the Contributed Entities; (ii) any benefit Material Contract or imposition of any penalties, under any Contract Permit to which Longwood or any of the Seller is Contributed Entities are a party or by which its any of the properties or assets of Longwood or any of the Contributed Entities is bound; (iii) any Order of any Governmental Body applicable to Longwood or any of the Contributed Entities or by which any of the properties or assets of any of the Contributed Entities are subject or bound bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations, that would not, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, have a Material Adverse Effect. (b) No Except as set forth on Schedule 4.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Longwood in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Longwood Agreements or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Longwood with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythereby or the taking by Longwood of any other action contemplated hereby, except for the consents, waivers, approvals, Orders, Permits, authorizations of, or declarations or filings with any filing required with Governmental Body which (i) have been obtained or (ii) are customarily made or obtained following the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyClosing.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller it of this Agreement or the Seller DocumentsPurchaser Documents does not, or and the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller it with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravenenot, conflict with, breach or violateresult in any violation of or default (with or without notice or lapse of time, constitute a default or both) under, or result in or permit the give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation or the lapse of time by-laws (or bothcomparable governing documents) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under Purchaser and Merger Sub; (ii) any Contract or Permit to which the Seller it is a party or by which any of its properties or assets of it are bound; or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings required to be made or obtained by the Company, Merger Sub or Purchaser, any applicable Law or any Order of any Governmental Body applicable to it or by which any of its properties or assets are subject or bound or (iv) result other than, in the creation case of clauses (ii) and (iii), such conflicts, violations, defaults, terminations or imposition cancellations that would not, individually or in the aggregate, materially delay or impair the ability of any Liens (other than Liens created by Purchaser or on behalf of Focus Media) on the Repurchased ADSsMerger Sub to perform its obligations under this Agreement. (b) No Except as set forth on Schedule 6.3(b), no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Purchaser Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller it with any of the provisions hereof or thereof, or (iii) except for compliance with the consummation applicable requirements of the transactions contemplated hereby HSR Act or therebyany comparable Foreign Antitrust Laws, and except for any filing required with those the U.S. Securities and Exchange Commission failure to disclose obtain, give or make would materially delay or limit the entry into ability of Purchaser or Merger Sub to perform its obligations under this Agreement and the transactions contemplated herebyAgreement.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation by Seller of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate violate, conflict with or result in the Organizational Documents breach of the any organizational documents of Seller, (ii) contravene, conflict with or constitute violate any Law or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which any of the properties or assets of Seller is bound, are bound or (iii) contravene, conflict with, breach or violate, result in the breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to rise to any right of termination, cancellation or acceleration under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Encumbrance upon the Interests under, any of the terms, conditions or obligations, or result in a loss provisions of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which Seller or any of its properties or assets are subject or bound or (iv) result may be bound; except for, in the case of clauses (ii) and (iii) for such conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances which would not, individually or imposition in the aggregate, materially adversely affect the ability of any Liens (other than Liens created by or on behalf of Focus Media) on Seller to consummate the Repurchased ADSsTransactions. (b) No consent, waiverorder, approval, Order, Permit authorization or authorization other action of, or any filing with, with or notification notice to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller in connection with (i) the execution and delivery by Seller of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation by Seller of the transactions contemplated hereby or thereby, Transactions except for any filing required with such consents, orders, approvals, authorizations, filings or notices as either set forth on Section 3.3(b) of the U.S. Securities and Exchange Commission Company Disclosure Schedules or the failure of which to disclose be obtained or made would not materially adversely affect the entry into this Agreement and ability of Seller to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents of Third Parties. (a) None Subject to the satisfaction of the condition set forth in Section 10.3(c), none of the execution and delivery by the each Seller of this Agreement or the Seller DocumentsDocuments to which it is a party, or the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default under or give rise to a right of termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any rights obligation under (i) the certificate of incorporation or obligations, or result in a loss bylaws of any benefit or imposition of any penalties, under each Seller; (ii) any Contract or Permit to which the each Seller is a party or by which its any of the properties or assets are subject of each Seller is bound except to the extent any of the foregoing is not enforceable due to operation of applicable bankruptcy Law or bound the Approval Order; (iii) any Order applicable to each Seller or any of the properties or assets of such Seller or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations, cancellations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsaccelerations that could not reasonably be expected to have a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the each Seller in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the which each Seller with any of the provisions hereof is a party or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, (ii) the entry into this Agreement of the Approval Order and (iii) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the transactions contemplated herebyfailure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Buyer of this Agreement or the Seller Buyer Documents, or the performance of all of the terms and obligations and the consummation of all the transactions contemplated hereby or therebyand thereby (including the Transaction), or compliance by the Seller Buyer with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default (with or cancellation (whether after the giving of without notice or the lapse of time time, or both) under, or give rise to a right of any rights acceleration, termination, or obligationscancellation, or result in a loss any Lien on any of the assets of Buyer, or impose on Buyer additional or greater obligations under, any benefit provision of (i) the certificate of incorporation or imposition bylaws of any penalties, under Buyer; (ii) any Contract or License to which the Seller Buyer is a party or by which its any of the properties or assets are subject of Buyer is bound; (iii) any Order applicable to Buyer or bound by which any of the properties or assets of Buyer is bound; or (iv) result any applicable Law, other than, in the creation cases of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition cancellations, that would not, individually or in the aggregate, prevent, materially delay or impair (x) the ability of any Liens Buyer to execute and deliver this Agreement or consummate the Transaction or (other than Liens created y) the performance by or on behalf Buyer of Focus Media) on the Repurchased ADSsits obligations under this Agreement. (b) No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Buyer in connection with (i) the execution and delivery of this AgreementAgreement or the Buyer Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Buyer with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Buyer of any other action contemplated hereby or thereby, except (i) for any filing required compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission (ii) as may be necessary as a result of any fact or circumstance relating to disclose Seller or any of its Affiliates. (c) None of the entry into execution and delivery by Buyer of this Agreement and or the transactions contemplated herebyBuyer Documents, the consummation of the Transaction, or compliance by Buyer with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of capital stock of Buyer or any direct or indirect equityholder of Buyer.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Company of this Agreement or the Seller Documentsand by any Company Entity, or as applicable, of any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, Transactions (including the Restructuring and the Merger) or compliance by the Seller Company Entities with any of the provisions hereof or thereof will (i) conflict with or violate the Organizational Documents any provision of the Seller, certificate of incorporation and bylaws or comparable organizational documents of the Company or any Company Subsidiary; (ii) contraveneconflict with, conflict result in any breach or violation of or default (with or constitute without notice or lapse of time, or both) under, give rise to a right of termination or cancellation under, or require a consent or waiver under, require the payment of a penalty or increased Liabilities or fees or the loss of a benefit under or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penaltiesLien under, under any provision of any Contract or Permit to which the Seller Company or any Company Subsidiary is a party or which may be transferred or assigned to a Company Entity pursuant to the Restructuring or by which its any of the properties or assets of the SMS Business are subject bound; (iii) violate any Order applicable to the SMS Business, the Company or bound any Company Subsidiary or by which any of the properties or assets of the SMS Business are bound; or (iv) result assuming compliance with the requirements set forth in Section 5.3(b), violate any applicable Law, except in the creation case of clauses (ii) through (iv), for such matters that individually or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on in the Repurchased ADSsaggregate, would not reasonably be expected to have a Business Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller SMS Business or the Company or any Company Subsidiary in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Ancillary Agreements or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company Entities with any of the provisions hereof or thereof, or the consummation of the Transactions, except for (i) compliance with the applicable requirements of the HSR Act and any other Competition Laws, (ii) the filing of the Certificate of Merger (as defined in the Merger Agreement) with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which any Company Entity is qualified to do business and (iii) the consummation of IRS Submissions and the transactions contemplated hereby or therebyIRS Ruling, except for any filing required with such consents, waivers, approvals, Orders, Permits, authorizations, declarations or filings that, individually or in the U.S. Securities and Exchange Commission aggregate, would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Business Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 5.3(a), the execution and delivery by the each Seller of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, or the consummation of the transactions contemplated hereby or thereby, or and thereby and compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerdo not conflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of any Seller to make any payment under or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination creation of any Liens upon any of the Purchased Assets or cancellation under any provision of (whether after i) the giving certificate of notice incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the lapse of time or both) of any rights or obligationsBidding Procedures Order and the Sale Order, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the such Seller is a party or by which its any of the properties or assets of such Seller are bound; (iii) subject to entry of the Bidding Procedures Order and the Sale Order, any Order of any Governmental Body applicable to such Seller or bound any of the properties or assets of such Seller; or (iv) result subject to entry of the Bidding Procedures Order and the Sale Order, any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that are not, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, material. (b) No Except as set forth on Schedule 5.3(b) and except to the extent not required if the Bidding Procedures Order and the Sale Order are entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Sellers in connection with (i) the execution and delivery of this AgreementAgreement or any other agreement, document or instrument contemplated hereby or thereby to which it is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Sellers of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, (ii) the entry into this Agreement of the Bidding Procedures Order and the transactions contemplated herebySale Order, (iii) compliance with the requirements of New Jersey's Industrial Site Recovery Act (N.J.S.A. 13:1K and N.J.A.C. 7:26B), if applicable, and (iv) such other immaterial consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), and with respect to clause (iii) below, except for such matters that would not reasonably be expected to be material to the operations of the Company and its Subsidiaries, taken as a whole, none of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Company and its Subsidiaries with any of the provisions hereof or thereof will conflict with, result in any material violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination or cancellation under, require any notice, consent or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a benefit under or result in the imposition of any Lien (other than Permitted Exceptions) under, any provision of (i) violate the Organizational Company Charter Documents of the Seller, or Subsidiary Charter Documents; (ii) contravene, conflict with any Significant Contract or constitute material Permit to which the Company or result in any Subsidiary is a breach party; or violation in (iii) any material respect of any Law, Order or Permit applicable to the Seller Company or its assets any Subsidiary or by which any of the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets of the Company or any Subsidiary are subject or bound or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsbound. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Company or any Subsidiary in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Company Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company and its Subsidiaries with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebyTransactions, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act (and Exchange Commission any similar Law enforced by any Governmental Body regarding preacquisition notifications for the purpose of competition reviews), and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate notice documents with the relevant authorities of other states in which the Company is qualified to disclose do business and (iii) such matters that would not reasonably be expected to be material to the entry into this Agreement operations of the Company and the transactions contemplated herebyits Subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. (a) None Except as set forth in Section 4.4(a) of the Company Disclosure Letter, none of the execution and delivery by the Seller Panadero Corp of this Agreement or the Seller Panadero Corp Documents, or the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by the Seller Panadero Corp with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation, by-laws or the lapse comparable organizational documents of time or bothPanadero Corp; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract Order applicable to which the Seller is a party Panadero Corp or by which its any of the properties or assets of Panadero Corp are subject or bound bound; or (iviii) result any applicable Law, other than, in the creation case of clauses (ii) and (iii) such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations, that would not have, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, a Material Adverse Effect. (b) No Except as set forth in Section 4.4(b) of the Company Disclosure Letter, no consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Panadero Corp in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Panadero Corp Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Panadero Corp with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebyTransaction, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission applicable requirements of the HSR Act or other applicable Competition Laws as set forth in Section 3.4(b) of the Company Disclosure Letter, (ii) such consents, waivers, approvals, Orders, Licenses, authorizations, declarations, filings, or notifications, the failure of which to disclose obtain or be made would not have, individually or in the entry into this Agreement and the transactions contemplated herebyaggregate, a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Section 3.3(a) of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the execution and delivery by the Seller of this Agreement or and the Seller Documentsother Transaction Documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in the breach of, any provision of Seller’s certificate of incorporation or permit the termination by-laws or cancellation comparable organizational documents (whether after the giving of notice or the lapse of time or bothcollectively, “Organizational Documents”) of any rights Seller; (ii) conflict with, violate, result in the breach or obligationstermination of, or result in constitute a loss of any benefit or imposition of any penalties, default under any Contract to which the Seller is a party or by which Seller or its properties or assets are subject is bound, or bound require a Consent from any Person in order to avoid any such conflict, violation, breach, termination or default; (iii) violate any Law or any Order by which Seller is bound; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on Lien upon the Repurchased ADSsAssets. (b) No consentExcept as set forth on Schedule 3.3(b) of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no governmental franchise, easement, permit, right, application, filing, registration, license or other authorization (each a “Permit”), Order, waiver, approval, Order, Permit or authorization of, declaration or filing with, or notification toto any Person, including without limitation any Governmental Body or any self-regulatory organization applicable to the SellerBody, is required on the part of the Seller in connection with (i) the execution execution, delivery and delivery performance of this AgreementAgreement or the other Transaction Documents to which it is a party, or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution execution, delivery and delivery performance by the Seller of this Agreement or other Transaction Documents to which the Seller Documentsis a party, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default under (with or cancellation (whether after the giving of without notice or the lapse of time time, or both), any provision of (i) the memorandum and articles of association of the Seller or (ii) any rights Law or obligationsOrder applicable to the Seller, in each case of (i) and (ii), except as would not, individually or result in a loss the aggregate, materially and adversely affect the ability of any benefit or imposition of any penalties, the Seller to carry out its obligations hereunder and under any Contract the other Transactions Documents to which the Seller it is a party or by which its properties or assets are subject or bound or (iv) result in and to consummate the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSstransactions contemplated hereby and thereby. (b) No Other than (i) the approval to be obtained from the Hong Kong Monetary Authority for the authorization for change of controllers of the Company, the Director Change Approvals and any other approvals, authorizations or consents as may be requested by the Hong Kong Monetary Authority in connection with the consummation of the transactions contemplated hereby, (ii) approval from the independent shareholders of the Seller as required under the Hong Kong Listing Rules in connection with the consummation of the transactions contemplated hereby and (iii) the Third Party Consents, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body Government Authority or any self-regulatory organization applicable to the Seller, other Person is required on the part of by or with respect to the Seller in connection with (i) the execution and delivery of this Agreement, Agreement or other Transaction Documents or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any where the failure to make or obtain such consent, waiver, approval, Order, Permit or authorization, declaration, filing required with the U.S. Securities and Exchange Commission or notification would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller of this Agreement or the Seller Documentsand each other agreement, document, or instrument contemplated hereby to which it is a party, the consummation of the transactions contemplated hereby or therebyTransactions, or and compliance by the Seller with any of the provisions hereof and thereof do not conflict with, result in any violation of or thereof will default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate the Organizational Documents any charter (or similar governing instrument) or by-laws (or similar governing document) of the Seller, ; (ii) contravenesubject to entry of the Sale Order, conflict with or constitute or result in a breach or violation in any material respect enforceable provision of any Law, Order Real Property Lease or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to Seller or any of its properties or assets are subject or bound as of the date hereof; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations, or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to have, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, a Material Adverse Effect. (b) No Except for the entry of the Sale Order and the required notifications under the HSR Act and as disclosed on the attached Schedule 5.3(b), no consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or any other agreement, document, or instrument contemplated hereby to which it is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions Transactions, the assignment or conveyance of the Purchased Assets, or the taking by Seller of any other action contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 4.4(a), subject to entry of the execution Bankruptcy Order, the execution, delivery and delivery performance by the each Seller of this Agreement and each Ancillary Agreement, the consummation of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof or the Seller Documentsthereof do not, or will not at the time of execution, result in the creation of any Lien or Encumbrance upon the Acquired Assets and do not, or will not at the time of execution, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of payment, termination, modification, acceleration or cancellation under any provisions of: (i) such Seller’s certificates of incorporation, bylaws or comparable organizational documents of such Seller; (ii) subject to entry of the Sale Order, any material Assigned Contract or Permit to which such Seller is a party or by which any of the Acquired Assets are bound; (iii) subject to entry of the Sale Order, any order, writ, injunction, judgment or decree of any Governmental Authority applicable to such Seller or any of the Acquired Assets; or (iv) subject to entry of the Sale Order, any applicable Law. (b) Subject to entry of the Sale Order, and except (i) for such authorizations, orders, declarations, filings and notices as may be required under the HSR Act and (ii) as set forth on Schedule 4.4(b), no consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of any Seller in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is or will become a party, the compliance by such Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any assignment or conveyance of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are subject or bound or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsAcquired Assets. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Purchaser Parties of this Agreement or the Seller DocumentsAncillary Agreements, or the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Purchaser Parties with any of the provisions hereof or thereof will (i) conflict with or violate the Organizational Documents any provision of the Sellercertificate of incorporation and bylaws or comparable organizational and governing documents of any Purchaser Party or any of its Subsidiaries, (ii) contraveneconflict with, conflict with or constitute or result in a any breach or violation in any material respect of any Lawor default (with or without notice or lapse of time, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iiiboth) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the give rise to a right of termination or cancellation (whether after the giving of notice under or the lapse of time require a consent or both) of any rights or obligationswaiver under, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller any Purchaser Party or any of its Subsidiaries, is a party or by which any of its properties properties, rights or assets is bound or (iii) violate any Order or, assuming compliance with the requirements set forth in Section 6.2(b), any Law, applicable to any Purchaser Party or any of its Subsidiaries or by which any of its properties, rights or assets are subject or bound or (iv) result bound, except in the creation case of clauses (ii) through (iii), for such matters that, individually or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on in the Repurchased ADSsaggregate, would not reasonably be expected to have a Datatel Material Adverse Effect. (b) No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller any Purchaser Party or any of its Subsidiaries in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Ancillary Agreements or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser Parties with any of the provisions hereof or thereof, or the consummation of the Transactions, except for (i) compliance with the applicable requirements of the HSR Act and any other Competition Laws, (ii) the filing of the Certificate of Merger (as defined in the Merger Agreement) with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which any Purchaser Party is qualified to do business, and (iii) the consummation of IRS Submissions and the transactions contemplated hereby or therebyIRS Ruling, except for any filing required with such consents, waivers, approvals, Orders, Permits, authorizations, declarations or filings that, individually or in the U.S. Securities and Exchange Commission aggregate, would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Datatel Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Parent or Merger Sub of this Agreement Agreement, the Debt Commitment Letter or the Seller Parent Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Parent or Merger Sub with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation and by-laws of Parent or the lapse of time or bothMerger Sub; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller Parent or Merger Sub is a party or by which its any of the properties or assets of Parent or Merger Sub are subject bound; (iii) any Order applicable to Parent or bound Merger Sub or by which any of the properties or assets of Parent or Merger Sub are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such items that, individually or imposition of any Liens (other than Liens created by in the aggregate, would not have, or on behalf of Focus Media) reasonably be expected to have, a material adverse effect on the Repurchased ADSsability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Parent or Merger Sub in connection with (i) the execution and delivery of this Agreement, the Seller Debt Commitment Letter or the other Parent Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby, except for any filing required compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the entry into this Agreement HSR Act and the transactions contemplated herebyrules and regulations promulgated thereunder and any other applicable Antitrust Laws.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller Hygeia of this Agreement or the Seller Hygeia Documents, or the consummation of the Hygeia Merger and the transactions contemplated hereby or thereby, or compliance by the Seller Hygeia with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellernot conflict with, (ii) contravene, conflict with or constitute or result in any violation of, default or breach (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of Hygeia to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of Hygeia under, any provision of: (i) the certificate of incorporation and by-laws; (ii) any Intellectual Property, Technology, Contract or result in a loss of any benefit or imposition of any penalties, under any Contract Permit to which the Seller Hygeia is a party or by which its any of the properties or assets of Hygeia are subject bound; (iii) any Order of any Governmental Body applicable to Hygeia or bound any of its respective properties or assets or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Hygeia in connection with with: (i) the execution and delivery of this AgreementAgreement or the Hygeia Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Hygeia with any of the provisions hereof or thereof, or (iii) the consummation by Hygeia of the Hygeia Merger or the other transactions contemplated hereby or thereby, except for thereby or (ii) the continuing validity and effectiveness immediately following the Closing of any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyPermit or Material Contract of Hygeia.

Conflicts; Consents of Third Parties. (a) None of the execution execution, delivery and delivery performance by the Seller any Group Company of this Agreement or the Seller Documentsother Transaction Documents to which such Group Company is a party, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller such Group Company with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) or loss of a benefit under, or give rise to a right of termination, consent or cancellation or increase in any fee, liability or obligation under, any provision of (i) violate the Organizational Documents Existing Articles or the memorandum and articles of the Sellerassociation or comparable organizational documents of any other Group Company, (ii) contravene, conflict with any Material Contract or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is boundMaterial License, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of Order applicable to any benefit or imposition of any penalties, under any Contract to which the Seller is a party Group Company or by which its any of the properties or assets of any Group Company are subject or bound bound; or (iv) result any applicable Law, in each case of (i), (ii), (iii) and (iv), except as would not, individually or in the creation aggregate, materially and adversely affect the ability of or imposition of any Liens (the Group Companies to carry out its obligations hereunder and under the other than Liens created by or on behalf of Focus Media) on Transactions Documents to which it is a party and to consummate the Repurchased ADSstransactions contemplated hereby and thereby. (b) No Other than (i) the approval to be obtained from the Hong Kong Monetary Authority for the authorization for change of controllers of the Company, the Director Change Approvals and any other approvals, authorizations or consents as may be requested by the Hong Kong Monetary Authority in connection with the consummation of the transactions contemplated hereby, (ii) the approval from the independent shareholders of the Seller as required under the Hong Kong Listing Rules in connection with this Agreement and other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (iii) the Third Party Consents, to the Knowledge of the Warrantors, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body Government Authority or any self-regulatory organization applicable other Person is required by or with respect to the Seller, is required on the part of the Seller Company in connection with (i) the execution and delivery of this Agreement, Agreement or other Transaction Documents or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller any Group Company with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any where the failure to make or obtain such consent, waiver, approval, Order, Permit or authorization, declaration, filing required with the U.S. Securities and Exchange Commission or notification would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 5.3(a), the execution and delivery by the each Seller of this Agreement or and the Seller Ancillary Documents, or the consummation of the transactions contemplated hereby or therebyhereby, or compliance by the such Seller with any of the provisions hereof or thereof do not and will not (iA) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default (with or cancellation (whether after the giving of without notice or the lapse of time time, or both) under, or (B) give rise to, (x) the creation of a Lien upon any Seller’s properties or assets or (y) a right of termination, cancellation or acceleration of any rights obligation or obligations, or result in (z) a loss of any a benefit or imposition of any penalties, under any provision of: (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Sale Order and, if applicable, the Confirmation Order, any Contract or Permit to which the such Seller is a party or by which its any of the properties or assets of such Seller are bound other than such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (iii) subject to entry of the Sale Order and, if applicable, the Confirmation Order, any Order of any Governmental Body applicable to such Seller or bound any of the properties or assets of such Seller; or (iv) result in subject to entry of the creation of or imposition of Sale Order and, if applicable, the Confirmation Order, any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 5.3(b), and except to the extent not required if the Sale Order and, if applicable, the Confirmation Order, is entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Sellers in connection with (i) the execution and delivery of this AgreementAgreement and the Ancillary Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with assignment of the transactions contemplated hereby and therebyMaterial Contracts, (ii) the assignment of the Real Property Leases, the assignment of Permits, the assignment of Material Intellectual Property Licenses, the compliance by the Seller Sellers with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Sellers of any other action contemplated hereby or thereby, except for any filing required for: (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act; (ii) the entry into this Agreement of the Selection Order and the transactions contemplated herebySale Order or, if applicable, the Confirmation Order; and (iii) such other consents, waivers, approvals, Orders, permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. The parties acknowledge and agree that Schedule 5.3(b) is not an admission that any consent to assignment or any contractual clause forbidding assignment that is listed on Schedule 5.3(b) is enforceable under or is overridden by Section 365 of the Bankruptcy Code or any other applicable Law.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller SunGard Data of this Agreement or the Seller DocumentsAncillary Agreements, or the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller SunGard Data with any of the provisions hereof or thereof will (i) conflict with or violate the Organizational Documents any provision of the Sellercertificate of incorporation and bylaws or comparable organizational and governing documents of SunGard Data, (ii) contraveneconflict with, conflict result in any breach or violation of or default (with or constitute without notice or lapse of time, or both) under, give rise to a right of termination or cancellation under or require a consent or waiver under, require the payment of a penalty or increased Liabilities or fees or the loss of a benefit under or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penaltiesLien under, under any provision of any Contract or Permit to which the Seller SunGard Data is a party or by which any of its properties properties, rights or assets are subject or bound or (iviii) result violate any Order or, assuming compliance with the requirements set forth in Section 4.2(b), any Law applicable to SunGard Data or by which any of the properties, rights or assets are bound, except in the creation case of clauses (ii) and (iii), for such matters that individually or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on in the Repurchased ADSsaggregate, would not reasonably be expected to have a Business Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller SunGard Data in connection with (i) the execution and delivery of this Agreement, Agreement or any Ancillary Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller SunGard Data with any of the provisions hereof or thereof, or the consummation of the Transactions, except for (i) compliance with the applicable requirements of the HSR Act and any other Competition Laws, (ii) the filing of the Certificate of Merger (as defined in the Merger Agreement) with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which SunGard Data is qualified to do business, and (iii) the consummation of IRS Submissions and the transactions contemplated hereby or therebyIRS Ruling, except for any filing required with such consents, waivers, approvals, Orders, Permits, authorizations, declarations or filings that, individually or in the U.S. Securities and Exchange Commission aggregate, would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Business Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as a result of the Chapter 11 Case, none of the execution and delivery by the Seller Sellers of this Agreement or by Sellers of the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Sellers with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of Sellers to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights or obligations, or result in a loss Liens upon any of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are of Sellers under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Sellers or any Subsidiary; (ii) subject to entry of the Sale Order, any Purchased Contract; (iii) subject to entry of the Sale Order, any Order of any court, Governmental Body or bound arbitrator applicable to Sellers or any Subsidiary or any of the properties or assets of Sellers or any Subsidiary as of the date hereof; or (iv) result in subject to entry of the creation of or imposition of Sale Order, any Liens (other than Liens created by or Applicable Law except as set forth on behalf of Focus Media) on the Repurchased ADSsSchedule 5.4(b). (b) No Other than in connection with the commencement of the Chapter 11 Case, entry of the Bidding Procedures Order and entry of the Sale Order, no consent, waiver, approval, Order, Permit Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Sellers or any Subsidiary (i) in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers or any Subsidiary with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythe taking by Sellers or any Subsidiary of any other action contemplated hereby, or (ii) for the continuing validity and effectiveness immediately following the Closing of any of the Purchased Assets or Licensed Assets, except for any filing required compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the entry into this Agreement and the transactions contemplated herebyHSR Act or as set forth in Schedule 5.4(b).

Conflicts; Consents of Third Parties. (a) None of the execution execution, delivery and delivery performance by the Seller each Warrantor of this Agreement or the Seller Documentsother Transaction Documents to which such Warrantor is a party, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller such Warrantor with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default under (with or cancellation (whether after the giving of without notice or the lapse of time time, or both), any provision of (i) the memorandum and articles of any rights association or obligationscomparable organizational documents of such Warrantor, or result (ii) any Law or Order applicable to such Warrantor; in a loss each case of any benefit (i) and (ii), except as would not, individually or imposition in the aggregate, materially and adversely affect the ability of any penalties, such Warrantor to carry out its obligations hereunder and under any Contract the other Transactions Documents to which the Seller it is a party or by which its properties or assets are subject or bound or (iv) result in and to consummate the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSstransactions contemplated hereby and thereby. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body Government Authority or any self-regulatory organization applicable to the Seller, other Person is required on the part of the Seller each Warrantor in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller other Transaction Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller such Warrantor with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for as would not, individually or in the aggregate, materially and adversely affect the ability of any filing required with Warrantor to carry out its obligations hereunder and under the U.S. Securities other Transactions Documents to which it is a party and Exchange Commission to disclose the entry into this Agreement and consummate the transactions contemplated herebyhereby and thereby.

Conflicts; Consents of Third Parties. (a) None Assuming that all consents, waivers, approvals and authorizations, declarations, filings, and notifications contemplated in Section 6.3(b) have been obtained or made, none of the execution and delivery by the Seller Parent or Merger Sub of this Agreement or the Seller Parent Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Parent or Merger Sub with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation and by-laws of Parent or the lapse of time or bothMerger Sub; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller Parent or Merger Sub is a party or by which its any of the properties or assets of Parent or Merger Sub are subject bound; (iii) any Order applicable to Parent or bound Merger Sub or by which any of the properties or assets of Parent or Merger Sub are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults or imposition rights of any Liens (other than Liens created by termination or on behalf of Focus Media) cancellation that would not have, or reasonably be expected to have, a material adverse effect on the Repurchased ADSsability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) No consent, waiver, approval, Order, Permit approval or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Parent or Merger Sub in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Parent Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby, except for any the filing of the Certificate of Merger as required with by the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyDGCL.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the such Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice limited partnership and limited partnership agreement or the lapse comparable organizational documents of time or bothsuch Seller; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or License to which the such Seller is a party or by which its any of the properties or assets of such Seller are subject bound; (iii) any Order applicable to such Seller or bound by which any of the properties or assets of such Seller are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition cancellations, that would not prevent, materially delay or impair (x) the ability of any Liens such Seller to execute and deliver this Agreement or consummate the Transaction or (other than Liens created y) the performance by or on behalf such Seller of Focus Media) on the Repurchased ADSsits obligations under this Agreement. (b) No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the such Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the such Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by such Seller of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission the other applicable Competition Laws as set forth in Section 3.4(b) of the Company Disclosure Letter, (ii) those for which the failure to disclose obtain or make such consent, waiver, approval, Order, License, authorization, declaration, filing, or notification would not prevent, materially delay or impair (x) the entry into ability of such Seller to execute and deliver this Agreement or consummate the Transaction or (y) the performance by such Seller of its obligations under this Agreement, and (iii) as may be necessary as a result of any fact or circumstance relating to Buyer or any of its Affiliates. (c) None of the transactions contemplated herebyexecution and delivery by such Seller of this Agreement or the Seller Documents, the consummation of the Transaction, or compliance by such Seller with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of equity securities of such Seller or any direct or indirect equityholder of such Seller that will not have been obtained as of the Closing.

Conflicts; Consents of Third Parties. (a) None Except as set forth in Schedule 5.3(a), and assuming that all consents, waivers, approvals and authorizations, declarations, filings, and notifications contemplated in Section 5.3(b) have been obtained or made, none of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation by the Company of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will result in (A) any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) violate the Organizational Documents certificate of incorporation or by-laws or comparable organizational documents of the Seller, Company; (ii) contraveneany Lease, conflict with Material Contract or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Company or any of its Subsidiaries is a party or by which its any of the properties or assets of the Company or any of its Subsidiaries are subject bound; (iii) any Order applicable to the Company or bound any of its Subsidiaries or by which any of the properties or assets of the Company or any of its Subsidiaries are bound; or (iv) result any applicable Law; or (B) except for Permitted Exceptions, as expressly contemplated herein or with respect to Liens granted to any lender at the Closing in connection with any financing by Parent of the transactions contemplated hereby, the creation of or imposition of any Lien on any of the assets or properties of the Company or the Subsidiaries, other than, in the case of clauses (A)(ii), (A)(iii), (A)(iv) and (B) above, such violations, defaults, rights of termination or cancellation or Liens (other than Liens created by that would not, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, reasonably be expected to have a Material Adverse Effect. (b) No Except as set forth in Schedule 5.3(b), no consent, waiver, approval, Order, Permit approval or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Company or any of its Subsidiaries in connection with (i) the execution and delivery by the Company of this Agreement, Agreement or the Seller Company Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance consummation by the Seller with any of the provisions hereof or thereof, or (iii) the consummation Company of the transactions contemplated hereby or thereby, except for any filing required with such consents, waivers, approvals, authorizations, declarations or filings that, if not obtained, made or given, would not, individually or in the U.S. Securities and Exchange Commission aggregate, reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 4.3, the execution execution, delivery and delivery performance by the Seller each Company of this Agreement or the Seller DocumentsCompany Documents does not, or and the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller each Company with any of the provisions hereof or thereof thereof, will not (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach any violation of or violation in default (with or without notice or lapse of time, or both) under any material respect provision of (A) the certificate of incorporation and by-laws of such Company or (B) any Law, Order or Permit applicable Material Contract to the Seller or its assets which any Latisys Company or by which any of the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets of any Latisys Company are subject or bound or bound; (ivii) result in the creation of any Lien upon any properties or imposition assets of any Liens Latisys Company or give to any Person any right of termination, amendment, acceleration or cancellation of, any Material Contract; or (other than Liens created iii) subject to obtaining the Consents, providing notice to or making the registrations, declarations or filings set forth in Section 4.3(b), violate any applicable Law binding upon any Latisys Company or by or on behalf which a material portion of Focus Media) on the Repurchased ADSsany Latisys Company’s assets are bound. (b) No consentConsent, waiver, approval, Order, Order or Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered Latisys Company in connection with the transactions contemplated hereby execution, delivery and thereby, (ii) performance of this Agreement or the Company Documents or the compliance by the Seller Latisys Companies with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act, and Exchange Commission (ii) such Consents, Orders or Permits that, if not obtained, would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement, the Property Transaction Agreement or the Seller Documents, or the performance of all of the terms and obligations and the consummation of the all transactions contemplated hereby or therebyand thereby (including the Transaction), or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default (with or cancellation (whether after the giving of without notice or the lapse of time time, or both) under, or give rise to a right of any rights acceleration, termination, or obligationscancellation, or result in a loss any Lien on any of the assets of Seller under, or impose on Seller additional or greater obligations under, any benefit or imposition provision of any penalties, under (i) the certificate of formation and limited liability company agreement of Seller; (ii) any Contract or License to which the Seller is a party or by which its any of the properties or assets of Seller are subject bound; (iii) any Order applicable to Seller or bound by which any of the properties or assets of Seller are bound; or (iv) result any applicable Law or License to which Seller or any of the assets of Seller is subject, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition cancellations, that would not prevent, materially delay or impair the ability of any Liens (other than Liens created by Seller to execute and deliver this Agreement or on behalf of Focus Media) on consummate the Repurchased ADSsTransaction. (b) No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission (ii) as may be necessary as a result of any fact or circumstance relating to disclose Buyer or any of its Affiliates. (c) None of the entry into execution and delivery by Seller of this Agreement and or the transactions contemplated herebySeller Documents, the consummation of the Transaction, or compliance by Seller with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of equity securities of Seller or any direct or indirect equityholder of Seller that will not have been obtained as of the Closing Date.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Buyer of this Agreement or the Seller Buyer Documents, or the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by the Seller Buyer with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation and by-laws or the lapse comparable organizational documents of time or bothBuyer; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or License to which the Seller Buyer is a party or by which its any of the properties or assets of Buyer are subject bound; (iii) any Order applicable to Buyer or bound by which any of the properties or assets of Buyer are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition cancellations, that would not, individually or in the aggregate, prevent, materially delay or impair (x) the ability of any Liens Buyer to execute and deliver this Agreement or consummate the Transaction or (other than Liens created y) the performance by or on behalf Buyer of Focus Media) on the Repurchased ADSsits obligations under this Agreement. (b) No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Buyer in connection with (i) the execution and delivery of this AgreementAgreement or the Buyer Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Buyer with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Buyer of any other action contemplated hereby or thereby, except for any filing required compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission to disclose the entry into other applicable Competition Law, as set forth in Section 6.3(b) of the Buyer Disclosure Letter. (c) None of the execution and delivery by Buyer of this Agreement and or the transactions contemplated herebyBuyer Documents, the consummation of the Transaction, or compliance by Buyer with any of the provisions hereof or thereof requires, or will require, the vote or approval of the holders of any class or series of capital stock of Buyer or any direct or indirect equityholder of Buyer.

Conflicts; Consents of Third Parties. (ai) None of the execution and delivery by the Seller Company or its Subsidiaries (as applicable) of this Agreement or the Seller Company Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company or its Subsidiaries (as applicable) with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (iwith or without notice or lapse of time, or both) violate under, or give rise to a right of termination or cancellation under any provision of: (A) the Organizational Documents of the Seller, Company or any of its Subsidiaries; (iiB) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are subject is bound; (C) any Order applicable to the Company or bound any of its Subsidiaries or any of the properties or assets of the Company or its Subsidiaries as of the date hereof; or (ivD) result any Applicable Law, which in the creation case of or imposition of any Liens clauses (other than Liens created by or on behalf of Focus MediaB)-(D) on the Repurchased ADSswould have a Material Adverse Effect. (bii) No Except for the requirement for the SEC to declare the Registration Statement effective and any applicable FINRA approval, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable Authority, other than filings with the SEC and disclosures required pursuant to the SellerExchange Act, is required on the part of the Seller Company or any of its Subsidiaries in connection with (i) the execution and delivery of this AgreementAgreement or the Company Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company or any of its Subsidiaries with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by the Company or any of its Subsidiaries of any other action contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission failure of which to disclose the entry into this Agreement and the transactions contemplated herebyobtain or make would have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (ai) None of the execution and delivery by the Seller such Supporting Noteholder of this Agreement or Agreement, the Seller Supporting Noteholder Documents, or the consummation of the transactions contemplated hereby or therebyRefinancing, or compliance by the Seller such Supporting Noteholder with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach any violation of or violation in any material respect default (with or without notice or lapse of any Lawtime, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iiiboth) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of: (A) the organizational documents of such Supporting Noteholder; (B) any Contract or Permit to which the Seller such Supporting Noteholder is a party or by which such Supporting Noteholder or its properties or assets are subject is bound; (C) any Order applicable to such Supporting Noteholder or bound any of the properties or assets of such Supporting Noteholder as of the date hereof; or (ivD) result any Applicable Law, which in the creation case of clauses (B)-(D) would individually or imposition in the aggregate be material to such Supporting Noteholder or would affect the ability of any Liens (other than Liens created such Supporting Noteholder to perform its obligations under this Agreement or the Supporting Noteholder Documents or to consummate the Refinancing by or on behalf of Focus Media) on the Repurchased ADSsOutside Date. (bii) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller such Supporting Noteholder in connection with (i) the execution and delivery of this AgreementAgreement or the Supporting Noteholder Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller such Supporting Noteholder with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by such Supporting Noteholder of any other action contemplated hereby or thereby, except for any filing required with such consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the U.S. Securities and Exchange Commission failure of which to disclose obtain or make would not individually or in the entry into aggregate be material to such Supporting Noteholder or would affect the ability of such Supporting Noteholder to perform its obligations under this Agreement and or the transactions contemplated herebySupporting Noteholder Documents or to consummate the Refinancing by the Outside Date.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Datatel Entities of this Agreement or the Seller DocumentsAncillary Agreements, or the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Datatel Entities with any of the provisions hereof or thereof will (i) conflict with or violate the Organizational Documents any provision of the Sellercertificate of incorporation and bylaws or comparable organizational and governing documents of any Datatel Entity or any of its Subsidiaries, (ii) contraveneconflict with, conflict with or constitute or result in a any breach or violation in any material respect of any Lawor default (with or without notice or lapse of time, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iiiboth) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the give rise to a right of termination or cancellation (whether after the giving of notice under or the lapse of time require a consent or both) of any rights or obligationswaiver under, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller any Datatel Entity or any of its Subsidiaries, is a party or by which any of its properties properties, rights or assets is bound or (iii) violate any Order or, assuming compliance with the requirements set forth in Section 6.2(b), any Law, applicable to any Datatel Entity or any of its Subsidiaries or by which any of its properties, rights or assets are subject or bound or (iv) result bound, except in the creation case of clauses (ii) through (iii), for such matters that, individually or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on in the Repurchased ADSsaggregate, would not reasonably be expected to have a Datatel Material Adverse Effect. (b) No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller any Datatel Entity or any of its Subsidiaries in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Ancillary Agreements or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Datatel Entities with any of the provisions hereof or thereof, or the consummation of the Transactions, except for (i) compliance with the applicable requirements of the HSR Act and any other Competition Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which any Datatel Entity is qualified to do business and (iii) the consummation of IRS Submissions and the transactions contemplated hereby or therebyIRS Ruling, except for any filing required with such consents, waivers, approvals, Orders, Permits, authorizations, declarations or filings that individually or in the U.S. Securities and Exchange Commission aggregate, would not reasonably be expected to disclose the entry into this Agreement and the transactions contemplated herebyhave a Datatel Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as a result of the Bankruptcy Cases and except that no representation is given in this Section 6.5 with respect to the EEUK Credit Agreement, none of the execution and delivery by the EIC or Seller of this Agreement or the any Seller DocumentsDocument, or the consummation of the transactions contemplated hereby or thereby, or compliance by the EIC or Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation, Order or Permit applicable give rise to any obligation of EIC, Seller, EIH or any of their Subsidiaries to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach entitlements of or violate, constitute a default loss of any rights or entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of EIC, Seller, EIH or result in a loss any of any benefit or imposition of any penalties, their Subsidiaries under any Contract provision of (i) the organizational documents of EIC, Seller, EIH or any of their Subsidiaries; (ii) subject to entry of the Sale Order, any Commitment or Permit to which the Seller EIC, Seller, EIH or any of their Subsidiaries is a party or by which its any of the properties or assets of EIC, Seller, EIH or any of their Subsidiaries are bound; (iii) subject to entry of the Sale Order, any Order of any court, Governmental Body or bound arbitrator applicable to EIC, Seller, EIH or any of their Subsidiaries or any of the properties or assets of EIC, Seller, EIH or any of their Subsidiaries as of the date hereof; or (iv) result subject to entry of the Sale Order, any applicable Law, in respect of clauses (i) through (iv), in the creation case of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) EIC and Seller, except as would not reasonably be expected to have a material adverse effect on the Repurchased ADSsability of EIC and Seller to consummate the transactions contemplated by this Agreement, and in the case of EIH except as would not, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. (b) No Other than in connection with entry of the Sale Order, except that no representation is given in this Section 6.5 with respect to the EEUK Credit Agreement, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller EIC, Seller, EIH or any of their Subsidiaries in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller EIC, Seller, EIH or any of their Subsidiaries with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythe taking by EIC, Seller, EIH or any of their Subsidiaries of any other action contemplated hereby, except for any filing required with as would not reasonably be expected to have a material adverse effect on the U.S. Securities and Exchange Commission ability of Seller to disclose the entry into this Agreement and consummate the transactions contemplated herebyby this Agreement, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3 of the Disclosure Schedules, none of the execution and delivery by the Seller Sellers of this Agreement or the other Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Sellers with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (whether after i) the giving certificate of notice formation of each Seller and the agreement of limited partnership of Krestmark Industries, L.P. or Legacy Vinyl Windows, LP or the lapse company agreement of time or bothCrest Vinyl Extrusions, LLC; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the any Seller is a party or by which its any of the properties or assets are subject of any Seller is bound; (iii) any Order of any Governmental Body applicable to any Seller or bound by which any of the properties or assets of any Seller is bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSscancellations that would not have a Material Adverse Effect. (b) No Except as set forth on Schedule 5.3 of the Disclosure Schedules, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the any Seller in connection with (i) the execution and delivery of this AgreementAgreement or the other Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, or the taking by Sellers of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act, and Exchange Commission (ii) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to disclose the entry into this Agreement and the transactions contemplated herebybe obtained or made would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Section 5.3 of the Sellers’ Disclosure Schedule, the execution and delivery by the Seller Sellers of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Sellers with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellernot conflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of the Sellers to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of the Sellers under, or result in a loss any provision of (i) the certificate of incorporation and bylaws of any benefit or imposition of any penalties, under Seller; (ii) any Contract or Permit to which the any Seller is a party or by which its any of the properties or assets of Business or the Sellers are subject bound; (iii) any Order of any Governmental Body applicable to the Business, the Purchased Assets or bound the Sellers, or any of the properties or assets of the Business, the Purchased Assets or the Sellers as of the date hereof; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSscancellations, that would not have a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, Person is required on the part of the Seller Sellers in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers with any of the provisions hereof or thereofhereof, or (iii) the consummation of the transactions contemplated hereby hereby, or thereby, except for (ii) the continuing validity and effectiveness immediately following the Closing of any filing required with Permit or Contract of the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebySellers.

Conflicts; Consents of Third Parties. (a) None Subject to compliance with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1970 xxx xxx xxxxx xnd regulations promulgated thereunder (the "HSR Act"), and subject to the receipt of all Gaming Approvals, neither the execution and delivery by the Seller of this Agreement or and the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in the breach of, any provision of the articles of incorporation or permit the termination by-laws or cancellation (whether after the giving of notice or the lapse of time or both) comparable organizational documents of any rights of the Companies; (ii) conflict with, violate, result in the breach or obligationstermination of, or result in constitute a loss of any benefit or imposition of any penalties, default under any Contract note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any of the Seller Companies is a party or by which its any of them or any of their respective properties or assets are subject is bound; (iii) violate any statute, rule, regulation, writ, injunction, judgment, ruling, law, order or bound decree of any governmental body or authority by which any of the Companies is bound; or (iv) result in the creation of any Lien upon the properties or imposition assets of any Liens of the Companies except, in the case of clauses (other than Liens created by ii), (iii) and (iv), for such violations, breaches or on behalf of Focus Media) on defaults as would not, individually or in the Repurchased ADSsaggregate, have a Material Adverse Effect. (b) No Except for compliance with the applicable requirements of the HSR Act, receipt of all Gaming Approvals and as set forth in Schedule 4.6(b) hereto, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Seller, or any of the Companies in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Documents, or the transactions contemplated hereby and thereby, (ii) compliance by the Seller or any of the Companies as the case may be, with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller Purchaser of this Agreement or the Seller Documentsand each Ancillary Agreement, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller Purchaser with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate the Organizational Documents certificate of the Sellerincorporation and by-laws or comparable organizational documents of Purchaser, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Purchaser is a party or by which its any of the properties or assets of Purchaser are subject bound, (iii) any Order of any Governmental Authority applicable to Purchaser or bound any of the properties or assets of Purchaser, or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to result, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, in a Purchaser Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, or the taking by Purchaser of any other action contemplated hereby or thereby, except for any filing required with (i) the U.S. Securities Regulatory Approval, (ii) the Antitrust Approval, and Exchange Commission (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to disclose obtain or make would not reasonably be expected to result, individually or in the entry into this Agreement and the transactions contemplated herebyaggregate, in a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will conflict with, result in any violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination or cancellation under, require a consent, notice or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a benefit under or result in the imposition of any Lien (other than Permitted Liens) under, any provision of (i) violate the Organizational Documents certificate of incorporation and bylaws (or comparable organizational documents) of the Seller, Company or any Subsidiary; (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Company or any Subsidiary is a party or by which its any of the material properties or assets of the Company or any Subsidiary are subject bound; (iii) any Order applicable to the Company or bound any Subsidiary or by which any of the properties or assets of the Company or any Subsidiary are bound; or (iv) result assuming receipt of all approvals, authorizations, consents, or waiting period expirations or terminations as described in Section 5.3(b), any applicable Law, except in the creation case of clauses (ii) through (iv) for such matters that (x) individually or imposition in the aggregate, would not reasonably be expected to have a Material Adverse Effect or (y) result from Parent’s consummation of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsEpicor Offer and Epicor Merger. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Company or any Subsidiary in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Company Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act (and Exchange Commission any similar Law enforced by any Governmental Antitrust Entity regarding preacquisition notifications for the purpose of competition reviews), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to disclose do business and (iii) such matters that (x) individually or in the entry into this Agreement aggregate, would not reasonably be expected to have a Material Adverse Effect or (y) result from Parent’s consummation of the Epicor Offer and the transactions contemplated herebyEpicor Merger.

Conflicts; Consents of Third Parties. (a) None Assuming the receipt of the FCC Consent and the expiration of the waiting period under the HSR Act, none of the execution and delivery by TKH Blocker or the Seller TKH Sellers of this Agreement or the Seller TKH Documents, or or, in the event of the termination of the XM Agreement, the consummation of the Merger, the TKH Stock Purchase and the transactions contemplated hereby or therebypursuant to the TKH Documents, or compliance by TKH Blocker or the Seller TKH Sellers with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give to others a breach right of termination, cancellation or violation in any material respect acceleration of any Law, Order obligation or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default any obligation under, or result in the creation of any Liens upon, the WCS Spectrum Licenses or permit any properties or assets of TKH Blocker, under (i) the termination or cancellation (whether after the giving certificate of notice incorporation and by-laws of TKH Blocker or the lapse Organization Documents of time or boththe TKH Sellers; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under the XM Agreement; (iii) any Contract to which TKH Blocker or the Seller TKH Sellers (insofar as it relates to TKH Blocker, the Company or the Company Subsidiaries) is a party or by which its any of their respective properties or assets are subject or bound or bound; (iv) result in the creation of any Governmental Authorization or imposition Order of any Liens Governmental Body applicable to TKH Blocker or TKH Sellers (other than Liens created by insofar as it relates to TKH Blocker, the Company or on behalf the Company Subsidiaries) or any of Focus Mediathe properties or assets of TKH Blocker or the TKH Sellers; or (v) on the Repurchased ADSsany applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of TKH Blocker or any of the Seller TKH Sellers in connection with (i) the execution and delivery of this AgreementAgreement or the TKH Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by TKH Blocker or the Seller TKH Sellers with any of the provisions hereof or thereofhereof, or, in the event of the termination of the XM Agreement, the consummation by TKH Sellers of the TKH Stock Purchase, or (iiiii) the consummation continuing validity and effectiveness immediately following the Closing of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyWCS Spectrum License.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a) to the Disclosure Letter, none of the execution and delivery by the Seller of this Agreement or by Seller of the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of Seller to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in the creation of any Liens upon any of the properties or permit the termination or cancellation (whether after the giving assets of notice Seller or the lapse Subsidiaries under, any provision of: (i) the certificate of time incorporation and by-laws or bothcomparable organizational documents of a Seller; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the a Seller or any Subsidiary is a party or by which its any of the properties or assets of Seller; (iii) any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller are subject or bound bound; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythereby or the taking by Seller of any other action contemplated hereby or thereby or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Seller, except (A) for any filing (1) filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by the OTS and the Federal Deposit Insurance Corporation (“FDIC”) and (2) compliance with the U.S. Securities applicable requirements of the HSR Act(1) and Exchange Commission (B) as set forth on Schedule 5.3(b) to disclose the entry into this Agreement and the transactions contemplated herebyDisclosure Letter.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or therebyTransaction, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default (with or cancellation (whether after the giving of without notice or the lapse of time time, or both) of any rights or obligationsunder, or result in give rise to a loss right of termination, cancellation, acceleration, suspension, modification or any benefit obligation to repay or imposition make payment under, any provision of (i) the certificate of formation and limited liability company agreement of Seller; (ii) any penaltiesContract, under any Contract License or Lien to which the Seller is a party or by which its any of the properties or assets of Seller are subject bound; (iii) any Order applicable to Seller or bound by which any of the properties or assets of Seller are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition cancellations, that would not prevent, materially delay or impair the ability of any Liens (other than Liens created by Seller to execute and deliver this Agreement or on behalf of Focus Media) on the Repurchased ADSsSeller Documents or consummate the Transaction. (b) No consent, waiver, approval, Order, Permit License or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Seller of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission the other applicable Competition Laws as set forth in Schedule X, (ii) those for which the failure to disclose obtain or make such consent, waiver, approval, Order, License, authorization, declaration, filing, or notification would not prevent, materially delay or impair (x) the entry into ability of Seller to execute and deliver this Agreement or the Seller Documents or consummate the Transaction or (y) the performance by Seller of its obligations under this Agreement or the Seller Documents, and (iii) as may be necessary as a result of any fact or circumstance relating to Buyer or any of its Affiliates. (c) None of the transactions contemplated herebyexecution and delivery by Seller of this Agreement or the Seller Documents, the consummation of the Transaction, or compliance by Seller with any of the provisions hereof or thereof requires, or will require, any consent from any third party, including the vote or approval of the holders of any class or series of equity securities of Seller or any direct or indirect equityholder of Seller, that will not have been obtained as of the Closing.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the Seller Sellers or the Sellers’ Parent of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Sellers or the Sellers’ Parent with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modification, acceleration or cancellation under, any provision of (i) violate the Organizational Documents certificate of incorporation and by-laws or comparable organizational documents of the SellerCompany, either of the Sellers or the Sellers’ Parent, (ii) contraveneany Contract, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Company Concession or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Company, either of the Sellers or the Sellers’ Parent is a party or by which its any of the properties or assets of the Company, either of the Sellers or the Sellers’ Parent are subject bound, (iii) any Order of any Governmental Authority applicable to the Company, either of the Sellers or bound the Sellers’ Parent or by which any of the properties or assets of the Company, either of the Sellers or the Sellers’ Parent are bound, or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations, modifications, accelerations or imposition of any Liens (other than Liens created by cancellations, that would not, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, reasonably be expected to have a Material Adverse Effect. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller Company, either of the Sellers or the Sellers’ Parent in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers or the Sellers’ Parent with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with such consents, waivers, approvals, Orders, Permits or authorizations the U.S. Securities and Exchange Commission failure of which to disclose obtain would not, individually or in the entry into this Agreement and the transactions contemplated herebyaggregate, reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None To Purchaser’s Knowledge, except as described on Schedule 6.3(a), neither BMC nor Purchaser is required to obtain any consent, approval, authorization, waiver, Order, license or Permit of or from, or to make any declaration or filing with, or to give any notification to, any Person (including any Governmental Body) in connection with the execution and delivery by the Seller of this Agreement or the Seller DocumentsPurchaser Documents by BMC or Purchaser, the compliance by BMC or Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by BMC or Purchaser of any other action contemplated hereby or thereby, except for (i) the Healthcare Regulatory Consents and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications (A) that have already been obtained or made or (B) of which the failure to have obtained or made would not have a Material Adverse Effect or would not reasonably be expected to prevent or materially delay the ability of Purchaser to perform or consummate the Contemplated Transactions. (b) Except as set forth on Schedule 6.3(b), to Purchaser’s Knowledge, none of the execution and delivery by BMC or Purchaser of this Agreement or any of the Purchaser Documents, the consummation of the Contemplated Transactions by Purchaser, or compliance by the Seller BMC or Purchaser with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of, any Contract or Permit to which the Seller BMC or Purchaser is a party or by which its any of the properties or assets of BMC or Purchaser are subject or bound or (iv) result in the creation of or imposition of any Liens (bound, other than Liens created by any such conflicts, violations, defaults, terminations or on behalf of Focus Media) cancellations that would not have a material adverse effect on the Repurchased ADSs. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable ability of Purchaser to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with consummate the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyAgreement.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation by the Company of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Company with any of the provisions hereof or thereof will (i) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws or any other Organizational Documents of the Seller, Acquired Companies; (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation or permit the breach of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligationsunder, or result in a the loss of any benefit under, accelerate the performance required under, or imposition require any consent or other action, notice or payment to, any Person under, any provision of any penalties, under any Contract or Permit to which the Seller any Acquired Company is a party or by which its properties or assets are subject or bound or party; (iviii) result in the creation of or imposition of any Liens Lien (other than Liens created by or on behalf of Focus MediaPermitted Liens) on any asset of any Acquired Company or (iv) violate any Law or Order applicable to any Acquired Company or by which any of the Repurchased ADSsproperties or assets of any Acquired Company are bound, with only such exceptions, in the case of clauses (ii) through (iv), as would not, individually or in the aggregate, have a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered Acquired Company in connection with the transactions contemplated hereby execution, performance and therebydelivery by the Company of this Agreement or the Company Documents, (ii) the compliance by the Seller Company with any of the provisions hereof or thereof, or the consummation by the Company of the Transactions, except for (i) filings required under and in compliance with the applicable requirements of the HSR Act; (ii) the filing of the Certificate of Merger with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services pursuant to the NJBCA; and (iii) any other consent, waiver, approval, Order, Permit or authorization the consummation failure of which to obtain would not, individually or in the transactions contemplated hereby or therebyaggregate, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and execution, delivery or performance by the any Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the any Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the termination default (with or cancellation (whether after the giving of without notice or the lapse of time time, or both) under, or give rise to a right of any rights consent, termination, cancellation or obligationsacceleration, or result in a the loss of any benefit or right, or result in the imposition of any penaltiesLien or the right to exercise any rights, under any provision of (i) the articles of incorporation and by-laws, certificate of formation or limited liability company agreement, or comparable organizational documents of any Seller or Opco Joint Venture; (ii) subject to entry of the Confirmation Order and the 363 Sale Orders, any Contract or Permit to which the any Seller or Opco Joint Venture is a party or by which its any of the properties or assets are of any Seller is bound; (iii) subject to entry of the Confirmation Order and the 363 Sale Orders, any Order of any Governmental Body applicable to any Seller or bound Opco Joint Venture or any of the properties or assets of such Seller or Opco Joint Venture as of the date hereof; or (iv) result subject to entry of the Confirmation Order and the 363 Sale Orders, any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that have not had and would not reasonably be expected to have, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, an Opco Material Adverse Effect. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, to any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the any Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the any Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by such Seller of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act; (ii) the entry into this Agreement of the Confirmation Order, (iii) any approvals or filing of notices required under the Gaming Laws; (iv) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or the possible renaming or rebranding of the operations at the Business by the Purchaser subsequent to the Closing; and (v) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the transactions contemplated herebyfailure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, an Opco Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Subject to satisfaction of the condition set forth in Section 10.3(c) and except as set forth on Schedule 5.3(a), none of the execution and delivery by the such Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in a breach any violation of or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in give rise to a right of termination, cancellation or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) acceleration of any rights obligation under (i) the certificate of incorporation or obligations, or result in a loss bylaws of any benefit or imposition of any penalties, under such Seller; (ii) any Contract or Permit to which the such Seller is a party or by which its any of the properties or assets of such Seller are subject bound except to the extent any of the foregoing is not enforceable due to operation of applicable bankruptcy Law or bound the Sale Order; (iii) any Order applicable to such Seller or any of the properties or assets of such Seller; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations, cancellations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsaccelerations that would not reasonably be expected to have a Material Adverse Effect. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the such Seller in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the which such Seller with any of the provisions hereof is a party or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, if any, (ii) the entry into this Agreement of the Sale Order, (iii) the entry of the Bidding Procedures Order with respect to such Seller's obligations under Section 7.1, and (iv) for such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the transactions contemplated herebyfailure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 4.3(a), and subject to the Stockholder Approval, none of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contraveneor result in any violation or breach of, conflict with or constitute default (with or result in without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of the Company to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of Company under, any provision of (i) the certificate of incorporation and bylaws or result in a loss comparable organizational documents of any benefit or imposition of any penalties, under the Company; (ii) any Contract or Permit to which the Seller Company is a party or by which its any of the properties or assets of the Company are subject bound; (iii) any Order applicable to the Company or bound any of the properties or assets of the Company; or (iv) result any applicable Law, except in the creation case of clauses (ii), (iii) or imposition of any Liens (other than Liens created by iv) for such violations, breaches, conflicts or on behalf of Focus Media) on the Repurchased ADSsdefaults as could not reasonably be expected to have a Company Material Adverse Effect. (b) No Except as set forth on Schedule 4.3(b), and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Company in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with Company Documents, respectively, the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company with any of the provisions hereof or and thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for those the failure of which to be made or obtained would not result in a Company Material Adverse Effect or (ii) to the Knowledge of the Company, the continuing validity and effectiveness immediately following the Closing of any filing required with material Permit or Contract of the U.S. Securities and Exchange Commission Company (without regard to disclose the entry into this Agreement and the transactions contemplated herebyany circumstances related to Parent or its Subsidiaries).

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller any Buyer Party of this Agreement or the Seller Buyer Documents, or the consummation by any Buyer Party of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller any Buyer Party with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of, or violation in any material respect result in, termination, acceleration or cancellation of any Law, Order obligation or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default loss of benefit under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit creation or imposition of any penaltiesLien (other than a Permitted Lien) on the property or assets of any Buyer Party under, under or give rise to any rights or entitlements under, any provision of: (i) the certificate of incorporation and bylaws (or comparable organizational documents) of any Buyer Party; (ii) any material Contract or material Permit to which the Seller any Buyer Party is a party party; (iii) any Order applicable to any Buyer Party or by which its any of the properties or assets of any Buyer Party are subject or bound bound; or (iv) result any applicable Law, other than, in the creation case of the preceding clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of cancellations that would not reasonably be expected to , individually or in the aggregate, prevent or materially impair or delay any Liens (other than Liens created by Buyer Party from performing its material obligations under this Agreement or on behalf of Focus Media) on consummating the Repurchased ADSs.Transactions as contemplated hereby (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller any Buyer Party in connection with (i) the execution and delivery by any Buyer Party of this AgreementAgreement or the Buyer Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller any Buyer Party with any of the provisions hereof or thereof, or the consummation by any Buyer Party of the Transactions, except for: (i) filings required under and in compliance with the applicable requirements of the HSR Act; (ii) the filings of the Certificates of Merger; and (iii) the consummation Telecom Regulatory Filings and the Telecom Regulatory Consents and (iv) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not reasonably be expected to, individually or in the transactions contemplated hereby aggregate, prevent or thereby, except for materially impair or delay any filing required with the U.S. Securities and Exchange Commission to disclose the entry into Buyer Party from performing its material obligations under this Agreement and or consummating the transactions Transactions as contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 5.3(a), the execution and delivery by the each Seller of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby to which it is a party, or the consummation of the transactions contemplated hereby or therebyhereby, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, do not conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Sale Order or any other Order entered by the Bankruptcy Court, any Contract, Lease or Permit to which the such Seller is a party or by which its any of the properties or assets of Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or bound any of the properties or assets of such Seller as of the date hereof; or (iv) result in subject to entry of the creation of or imposition of Sale Order, any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 5.3(b) and except to the extent not required if the Sale Order is entered or any other Order is entered by the Bankruptcy Court, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the any Seller in connection with (i) the execution and delivery of this AgreementAgreement or any other agreement, document or instrument contemplated hereby to which it is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the any Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by any Seller of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission to disclose (ii) the entry into this Agreement and of the transactions contemplated herebySale Order.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation by the Company of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) violate the Organizational Documents Certificate of Incorporation or the Seller, Bylaws; (ii) contraveneany Contract, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit to which the Company or any of the Subsidiaries is a party; (iii) any Order applicable to the Seller Company or its assets any of the Subsidiaries or by which any of the Seller is properties or assets of the Company or any of the Subsidiaries are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are subject or bound or and (iv) result ), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have, individually or in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsaggregate, a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Company or any of the Subsidiaries in connection with (i) the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company with any of the provisions hereof or thereof, or the consummation by the Company of the Transactions, except for (i) filings required under and in compliance with the applicable requirements of the HSR Act and the other Antitrust Laws as set forth on Schedule 4.3(b); (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL; and (iii) such other consents, waivers, approvals, Orders, Permits or authorizations, the consummation failure of which to obtain would not reasonably be expected to have, individually or in the transactions contemplated hereby or therebyaggregate, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebya Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 5.3(a), the execution and delivery by the each Seller of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, do not conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Sale Order, any Contract or Permit to which the such Seller is a party or by which its any of the properties or assets of such Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or bound any of the properties or assets of such Seller as of the date hereof; or (iv) result subject to entry of the Sale Order, any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to have, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, a Seller Material Adverse Effect. (b) No Except as set forth on Schedule 5.3(b) and except to the extent not required if the Sale Order is entered, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Sellers in connection with (i) the execution and delivery of this AgreementAgreement or any other agreement, document or instrument contemplated hereby or thereby to which it is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Sellers of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, (ii) the entry into this Agreement of the Sale Order, (iii) the entry of the Bidding Procedures Order with respect to Sellers' obligations under Section 7.2, and (iv) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the transactions contemplated herebyfailure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.4(a), none of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, payment or acceleration of any obligation or loss of any material benefit, or result in the creation of any Encumbrance on any of the Purchased Assets under any provision of (i) violate the Organizational Documents certificate of formation and operating agreement of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are subject or any of the Purchased Assets is bound or subject to, or (iviii) result any applicable Law, except, in the creation case of clauses (ii) and (iii), where such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations would not, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, reasonably be expected to have a Material Adverse Effect. (b) No Except as set forth on Schedule 5.4(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Entity is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythe taking by the Seller of any other action contemplated hereby, except for any filing required with such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, where the U.S. Securities and Exchange Commission failure of which to disclose be obtained or made would not, individually or in the entry into this Agreement and the transactions contemplated herebyaggregate, reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller Company of this Agreement or the Seller DocumentsCompany Documents does not, or and except as set forth on Sections 3.3(a) and 3.3(b) of the Disclosure Schedules, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravenenot, conflict with or constitute or result in a breach any violation of or violation in any material respect default (with or without notice or lapse of any Lawtime, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iiiboth) contravene, conflict with, breach or violate, constitute a default under, or result in give rise to a right of termination, cancellation, acceleration, diminution or permit payment under, any provision of (i) the termination certificate of incorporation and bylaws or cancellation comparable organizational documents of the Company or any Subsidiary (whether after the giving of notice or the lapse of time or both“Charter Documents”); (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Material Contract to which the Seller Company or any Subsidiary is a party or by which its any of the properties or assets of the Company or any Subsidiary are subject bound; (iii) any other Contract to which the Company or bound any Subsidiary is a party or by which any of the properties or assets of the Company or any Subsidiary are bound; (iv) result any Permits issued to the Company; or (v) any applicable Law or any Order of any Governmental Body applicable to the Company or any Subsidiary or by which any of the properties or assets of the Company or any Subsidiary are bound, other than, in the creation case of clause (iii), such conflicts, violations, defaults, terminations, cancellations, accelerations, diminutions or imposition of any Liens (other than Liens created by payments that would not have or on behalf of Focus Media) on reasonably be expected to have, individually or in the Repurchased ADSsaggregate, a Company Material Adverse Effect. (b) No Other than the filing and acceptance of the Certificate of Merger, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Company or any Subsidiary in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Company Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company or any Subsidiary with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with such consents, waivers, approvals, Orders, or authorizations as are specified on Section 3.3(b) of the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyDisclosure Schedules.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Company of this Agreement or and the Seller Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of the Company to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of Company (each, a "Conflict") under any provision of (i) the certificate of incorporation and bylaws or comparable organizational documents of the Company; (ii) any Material Contract, or result in a loss of any benefit or imposition of any penalties, under any Contract Permit to which the Seller Company is a party or by which its any of the properties or assets of the Company are subject bound; (iii) any Order of any court, Governmental Body or bound arbitrator applicable to the Company or any of the properties or assets of the Company as of the date hereof; or (iv) result any applicable Law; except, in the creation case of or imposition of any Liens clauses (other than Liens created by or on behalf of Focus Mediaii), (iii) on the Repurchased ADSsand (iv), for Conflicts that would not reasonably be expected to have a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller(each, a "Required Consent") is required on the part of the Seller Company in connection with (i) the execution and delivery of this AgreementAgreement or the Transaction Documents, or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company, with any of the provisions hereof or thereof, or (iii) the consummation of the transactions Transactions contemplated hereby or therebythe taking by the Company of any other action contemplated hereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company, except for any filing required with (x) the U.S. Securities Required Consents set forth on Schedule 4.6(b) and Exchange Commission (y) Required Consents which do not relate to disclose the entry into this Agreement Material Contracts and the transactions contemplated herebywhich, if not obtained, would not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. Except as disclosed in Section ---- ------------------------------------ 3.4 of the Disclosure Schedule, and assuming the execution, delivery and filing (aif appropriate) None of the agreements and documents contemplated to occur prior to or simultaneous with the execution of this Agreement, the execution and delivery by the Seller of this Agreement or does not (and the Seller DocumentsCompany Documents will not), or and the consummation of the transactions contemplated hereby or therebyby this Agreement and the Company Documents and compliance with the provisions hereof and thereof will not, or compliance by the Seller (i) conflict with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the SellerArticles of Incorporation or By-laws of the Company or the comparable documents of any Subsidiary, (ii) contravenesubject to the governmental filings and other matters referred to in the following sentence, conflict with or constitute or with, result in a breach of or violation in any material respect default (with or without notice or lapse of any Lawtime, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iiiboth) contravene, conflict with, breach or violate, constitute a default under, or result in give rise to a right of termination, cancellation, or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) acceleration of any rights obligation or obligationsloss of a material benefit under, or result in a loss require the consent of any benefit Person under, any indenture or imposition of any penaltiesother agreement, under any Contract permit, concession, franchise, license, or similar instrument or undertaking to which the Seller Company or any of its Subsidiaries is a party or by which the Company or any of its properties Subsidiaries or any of their assets are subject or is bound or affected, or (iviii) result subject to the governmental filings and other matters referred to in the creation of or imposition following sentence, contravene any Law of any Liens state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination, or award currently in effect except, in the case of subsections (other than Liens created by ii) and (iii) above, where such failure, conflict or on behalf contravention would not have a Material Adverse Effect. Except as disclosed in Section 3.4 of Focus Media) on the Repurchased ADSs. (b) No Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification notice to, any Governmental Body Person which has not been received or any self-regulatory organization applicable to the Sellermade, is required on by or with respect to the part Company or any of the Seller its Subsidiaries in connection with (i) the execution and delivery of this Agreement, Agreement and the Seller Company Documents and any other Contracts to be executed and delivered in connection with by the Company or the consummation by the Company of the transactions contemplated hereby and thereby, (ii) compliance except where such failure to obtain or file would not a Material Adverse Effect. The parties to the agreements identified in paragraph 2 of Section 3.4 to the Disclosure Schedule will not terminate their respective agreements or exercise any of their respective rights thereunder as a result of any failure by the Seller with any of Company to obtain the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing consents required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyby such agreements.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in a breach any violation of or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in give rise to a right of termination, cancellation, modification, payment or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligationsacceleration, or result in a loss the creation of any benefit Lien on any of the properties or imposition assets of the Group Companies under, any provision of (i) the organizational documents of any penaltiesof the Group Companies; (ii) any Contract, under any Contract or Permit to which the Seller any Group Company is a party or by which its any of the properties or assets of the Group Companies are subject bound; (iii) any Order of any Governmental Authority applicable to the Company or bound any Subsidiary or by which any of the properties or assets of a Group Company are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSscancellations, that would not have a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and Company or any other Contracts to be executed and delivered Subsidiary in connection with the transactions contemplated hereby and thereby, (ii) execution of this Agreement or the Company Documents or the compliance by the Seller Company with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required (A) in connection with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement Antitrust Condition and the transactions contemplated herebyMOC Condition; and (B) for such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as listed on Section 4.3(a) of the execution Company Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 5.3(b) below have been obtained and are effective and all applicable waiting periods thereto have expired or been terminated and all filings and notifications described in Section 5.3(b) have been made, none of the execution, delivery or performance by the Seller Company of this Agreement or the Seller Documentsother Transaction Agreements to which the Company is a party, or nor the consummation of the transactions contemplated hereby or thereby, or compliance Transaction by the Seller with any of the provisions hereof or thereof will Company, (i) conflict with, violate or constitute a default (with or without notice or lapse of time, or both) under the Organizational Documents of the SellerCompany (after the effectiveness of the Amendment to Certificate of Incorporation in the form attached hereto as Exhibit D (the “Amendment to Certificate of Incorporation” )) or any Subsidiary of the Company, (ii) contravenerequire the consent, conflict with notice or constitute other action by or result in a breach or violation in to any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravenePerson under, conflict with, breach violate or violate, constitute a default under(with or without notice or lapse of time, or both) under or result in the acceleration of or permit create in any party the termination right to accelerate, terminate, modify or cancellation (whether after the giving of notice cancel any Material Contract or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract material Permit to which the Seller Company or any Subsidiary of the Company is a party or by which its any of their respective properties or assets are subject or bound or bound, (iviii) result in the creation of or imposition of any Lien on the Company Stock or any Lien other than Permitted Liens on any material properties or material assets of the Company or any Subsidiary of the Company (other than Liens created imposed by or on behalf Purchaser or this Agreement), or (iv) conflict with, violate or constitute a default (with or without notice or lapse of Focus Mediatime, or both) on under any material Law applicable to the Repurchased ADSsCompany or any Subsidiary of the Company. (b) No Except as set forth on Section 4.3(b) of the Company Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body Authority (a “Governmental Approval”) is required by or with respect to the Company or any self-regulatory organization applicable to the Seller, is required on the part Subsidiary of the Seller Company in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Agreements to which the Company is a party or the consummation of the Transaction by the Company, except for (i) the execution and delivery filing of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection Certificate of Merger with the transactions contemplated hereby and therebySecretary of State of the State of Delaware, (ii) compliance by the Seller with any filing or termination of the provisions hereof waiting period or thereofother approval required under the HSR Act or required under any foreign antitrust or competition act, or (iii) the consummation as may be necessary as a result of the transactions contemplated hereby identity or therebythe legal or regulatory status of Purchaser, except for Merger Sub or their Affiliates and (iv) any filing required with such other Governmental Approval, the U.S. Securities failure of which to make or obtain would not be material to the Company and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyits Subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Section 4.3 of the Purchaser Disclosure Schedule, none of the execution and delivery by the Seller Purchaser of this Agreement or the Seller Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Purchaser with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation or permit the breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving organizational documents of notice or the lapse of time or bothPurchaser; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller Purchaser is a party or by is bound or to which its Purchaser or any of the properties or assets of Purchaser are subject subject; (iii) any Order of any Governmental Body applicable to Purchaser or bound by which any of the properties or assets of Purchaser are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii) and (iv), for any such violation, breach, default, right, termination, or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on cancellation that would not materially impair Purchaser’s ability to consummate the Repurchased ADSstransactions contemplated hereby. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this AgreementAgreement or the Purchaser Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby and thereby or therebythe taking by Purchaser of any other action contemplated hereby, except for any filing required with such consents, waivers, approvals, orders, Permits or authorizations the U.S. Securities and Exchange Commission failure of which to disclose the entry into this Agreement and obtain would not have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the Seller Sellers of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Sellers with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contraveneor result in any violation or breach of, conflict with or constitute default (with or result in without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or the loss of a material benefit under, Order or Permit applicable give rise to any obligation of Sellers to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligations, assets of Sellers or result in a loss of any benefit or imposition of any penalties, Acquired Subsidiary under any provision of (i) the Articles of Incorporation and Bylaws or comparable organizational documents of Sellers or any Acquired Subsidiary; (ii) any Contract or Permit to which the any Seller or any Acquired Subsidiary is a party or by which its any of the properties or assets of Sellers or any Subsidiary are subject bound; (iii) any Order applicable to any Seller or bound any Subsidiary or any of the properties or assets of Sellers or any Subsidiary; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller or any Acquired Subsidiary in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Sellers with any of the provisions hereof or and thereof, or (iii) the consummation of the transactions contemplated hereby Transactions, or thereby, except for (ii) the continuing validity and effectiveness immediately following the Closing of any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyPermit or Contract of Sellers or any Subsidiary.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3 of the Disclosure Schedules, none of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (a) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) violate the Organizational Documents certificate of incorporation or bylaws or comparable organizational documents of Seller or of any of the Seller, Companies or any Subsidiary; (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect Order of any Law, Order or Permit Governmental Body applicable to the Seller or its assets any of the Companies or the Subsidiaries or by which any of the properties or assets of Seller is or any of the Companies or the Subsidiaries are bound, ; or (iii) contravene, conflict with, any applicable Law; (b) result in any breach or violateof, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Seller or any of the Companies or Subsidiaries under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Lien on any property, asset or obligationsright of Seller or any of the Companies or Subsidiaries pursuant to, any Permit or result in a loss of any benefit or imposition of any penalties, under any Material Contract to which Seller or any of the Seller Companies or Subsidiaries is a party or by which its properties Seller or any of the Companies or Subsidiaries or any of their respective properties, assets or rights are subject or bound or (ivc) result in require Seller or any of the creation of Companies or imposition of the Subsidiaries to obtain any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSs. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing declare or file with, or give notification to, any Person or Governmental Body Body, except for (i) compliance with the applicable requirements of the HSR Act, the Sxxxxxx Act, as amended, the Cxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or Commonwealth of Puerto Rico or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, and specifically excluding the Communications Act (collectively, the “Antitrust Laws”) and (ii) the FCC pursuant to the Communications Act. No “fair price,” “interested shareholder,” “business combination” or similar provision of any self-regulatory organization state takeover Law is applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of transactions contemplated by this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a) of the Disclosure Schedules, none of the execution and delivery by the Seller of this Agreement or the Seller Transfer Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) violate the Organizational Documents of Seller or any resolution adopted by the stockholders of Seller, ; and (ii) contravenesubject to receipt of the Required Stockholder Vote (to the extent required by the DGCL) and obtaining or making the consents, conflict with waivers, approvals, authorizations, filings or constitute or result notifications referred to in a breach or violation in Section 5.3(b), as applicable, any material respect Order of any Law, Order or Permit Governmental Body applicable to the Seller or its assets or by which any of the properties or assets of Seller is boundare bound or any applicable Law, other than in the case of clause (ii), such conflicts, violation, defaults, terminations or cancellations that would not be material to the Business. Further, and except as set forth on Schedule 5.3(a) of the Disclosure Schedules, none of the execution and delivery by Seller of this Agreement or the Transfer Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will, directly or indirectly (with or without notice or lapse of time or both) (a) result in the cancellation, forfeiture, revocation, suspension or modification of any of the Purchased Assets, (iiib) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss violation or breach of any benefit provision of, or imposition of give any penaltiesPerson the right to declare a default or exercise any remedy under, under or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract to which Seller is a party; or (c) result in the imposition or creation of any claim or Lien (other than a Permitted Lien) upon or with respect to any of the Purchased Assets, in each case, other than as would not result in, or reasonably be expected to result in, a Material Adverse Effect. (b) Except (i) the Required Stockholder Vote, (ii) filings required by the rules and regulations of the SEC, (iii) filings required by the rules and regulations of the NASDAQ Capital Market, (iv) any Contract involving an amount less than $75,000 annually to which Seller is a party or by which its any of the properties or assets of Seller are subject or bound or bound, and (ivv) result in as set forth on Schedule 5.3(b) of the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSs. (b) No Disclosure Schedules, no consent, waiver, approval, Order, Permit approval or authorization of, or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereofhereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Assuming that all consents, approvals, authorizations and Permits described in Section 4.3(b) have been obtained and all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated or expired, none of the execution and delivery by the Seller Company of this Agreement or the Seller Company Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contraveneor result in any violation or breach of, conflict with or constitute default (with or result in without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or loss of a material benefit under, Order or Permit applicable give rise to any obligation of Company to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Encumbrance upon any of the properties or obligationsassets of Company or any Subsidiary under, any provision of (i) the articles of incorporation and by-laws or comparable organizational documents of Company or any Subsidiary; (ii) any material Contract, or result in a loss of any benefit or imposition of any penalties, under any Contract material Permit to which the Seller Company or any Subsidiary is a party or by which its any of the properties or assets of Company or any Subsidiary are subject bound; (iii) any Order applicable to Company or bound any Subsidiary or any of the properties or assets of Company or any Subsidiary; or (iv) result in any applicable Law, except to the creation of extent such conflict, violation, breach, default, loss or imposition of any Liens (other than Liens created by or right as would cause a material adverse impact on behalf of Focus Media) on the Repurchased ADSsCompany and its Subsidiaries. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Entity is required on the part of the Seller Company or any Subsidiary in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with Company Documents, the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company with any of the provisions hereof or thereofhereof, or (iii) the consummation by Company or any subsidiary of the transactions contemplated hereby hereby, or thereby(ii) the continuing validity and effectiveness immediately following the Closing of any material Permit or material Contract of Company or any Subsidiary, except for any filing required (A) compliance with the U.S. Securities applicable requirements of the HSR Act, (B) the filing of the Articles of Merger with the Secretary of State of the State of Texas pursuant to the TBCA and Exchange Commission to disclose the entry into this Agreement Section 2.1 hereof, (C) Alcohol Filings, (D) Lottery Filings and the transactions contemplated hereby(E) Storage Tank Filings.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the any Seller hereof or by any Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or loss of a material benefit under, Order or Permit applicable give rise to any obligation of any Seller to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in the creation of any Liens upon any of the properties or permit assets of such Seller under any provision of (i) the termination certificate of formation and limited liability company agreement (or cancellation (whether after the giving of notice or the lapse of time or bothother comparable organizational documents) of such Seller; (ii) subject to entry of the Sale Order, any rights Purchased Contract or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract Permit to which the such Seller is a party or by which its any of the properties or assets of such Seller are bound; (iii) subject to entry of the Sale Order, any Order of any Governmental Body applicable to such Seller or bound any of the properties or assets of such Seller as of the date hereof; or (iv) result in subject to entry of the creation of or imposition of Sale Order, any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, to any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the any Seller in connection with (i) the execution and delivery of this Agreementhereof or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the such Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by such Seller of any other action contemplated hereby or thereby, except for any filing required (i) compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, (ii) the entry into this Agreement of the Sale Order and the transactions contemplated herebyBidding Procedures Order, and (iii) any immaterial consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 6.3(a), none of the execution and delivery by the Seller Purchaser of this Agreement or the Seller Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Purchaser with any of the provisions hereof or thereof will conflict with, or result in any breach, violation of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, suspension, revocation or cancellation under any provision of (i) violate the Organizational Documents certificate of the Sellerincorporation and by-laws of Purchaser, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Purchaser is a party or by which Purchaser or its properties or assets are subject or bound or (iviii) result any applicable Law other than, in the creation case of clauses (ii) and (iii), such conflicts, violations, terminations or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to have, individually or on behalf of Focus Media) in the aggregate, a material adverse effect on the Repurchased ADSsability of Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) No Except as set forth on Schedule 6.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this AgreementAgreement or the Purchaser Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythe taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business, except for any filing required compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the entry into this Agreement HSR Act, the Competition Act and the transactions contemplated herebyMexican Competition Law.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller of this Agreement Agreement, the applicable Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which the Seller Documentsis a party, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, do not conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of (i) the Seller’s Governing Documents; (ii) any Contract or Permit to which the Seller is a party or by which its any of the properties or assets of the Seller are subject or bound bound; (iii) any Order; or (iv) result any applicable Law; except (A) in each case, for the Bankruptcy Cases and to the extent that any Bankruptcy Court approval is required, (B) as set forth on Section 6.3(a) of the Seller Disclosure Schedule, and (C) in the creation case of clauses (ii), (iii) or imposition of (iv), for any Liens (other than Liens created by such conflicts, violations or on behalf of Focus Media) on defaults that would not, individually or in the Repurchased ADSsaggregate, reasonably be expected to have a Company Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents applicable Ancillary Agreements and any each other Contracts to be executed and delivered in connection with the transactions agreement, document or instrument contemplated hereby and therebyor thereby to which the Seller is a party, (ii) the compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, the taking by the Seller of any other action contemplated hereby or thereby, except for any filing required with (i) as set forth in Section 5.4(b) of the U.S. Securities and Exchange Commission to disclose Seller Disclosure Schedule, (ii) the entry into this Agreement of the Sale Order, the Confirmation Order, and requisite Bankruptcy Court approval, or (iii) where failure to obtain such consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, such Person or Governmental Body would not, individually or in the transactions contemplated herebyaggregate, reasonably be expected to be material to the Seller or any Acquired Company.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement or the Seller DocumentsExcept as set forth on Schedule 3.3(a), or neither the consummation of the transactions contemplated hereby or thereby, or nor compliance by Seller Holders or the Seller Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving organizational documents of notice Seller Holders or the lapse of time Company; (ii) any Material Contract or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract material Permit to which Seller Holders or the Seller Company is a party or by which its any of the material properties or assets of Seller Holders or the Company are subject bound; (iii) any material Order of any Governmental Entity applicable to Seller Holders or bound the Company, or by which any of the material properties or assets of Seller Holders or the Company are bound; or (iv) result any applicable Law, except in the creation case of clauses (i) and (iv) where such conflict, violation, default or imposition right of any Liens (other than Liens created by termination or on behalf of Focus Media) on the Repurchased ADSscancellation would not be material. (b) No Except as set forth on Schedule 3.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Entity is required on the part of Seller Holders or the Seller Company in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by Seller Holders or the Seller Company with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with where the U.S. Securities and Exchange Commission failure to disclose the entry into this Agreement and the transactions contemplated herebyobtain such consent, waiver, approval, Order, Permit, authorization or notice would not be material.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller Purchaser of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which Purchaser is a party, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller Purchaser with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, do not conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of Purchaser; (ii) any Contract or Permit to which the Seller Purchaser is a party or by which its any of the properties or assets of Purchaser are subject or bound bound; (iii) any Order; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to have, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, a Purchaser Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, the taking by Purchaser of any other action contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose (i) the entry into this Agreement of the Bidding Procedures Order and the transactions contemplated herebySale Order and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make, would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contraveneor result in any violation or breach of, conflict with or constitute default (with or result in without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or the loss of a material benefit under, Order or Permit applicable give rise to any obligation of Seller to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligations, or result in a loss assets of any benefit or imposition of any penalties, Seller under any provision of (i) the Certificate of Incorporation and Bylaws or comparable organizational documents of Seller; (ii) any Contract or Permit to which the Seller is a party or by which its any of the properties or assets of Seller are subject bound; (iii) any Order applicable to Seller or bound by which any of the properties or assets of Seller are bound; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or and thereof, or (iii) the consummation of the transactions contemplated hereby and thereby or the taking by Seller of any other action contemplated hereby or thereby, except for or (ii) the continuing validity and effectiveness immediately following the Closing of any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyContract or Permit of Seller.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Section 4.30(a) of the Company Disclosure Letter, and subject to receipt of the Parent Stockholder Approval, the execution and delivery by the Seller each of NII Telecom and Parent of this Agreement or the Seller Documentsand each Ancillary Agreement to which it is a party, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller each of NII Telecom and Parent with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate the Organizational Documents certificate of the Sellerincorporation and by-laws or comparable organizational documents of NII Telecom and Parent, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller NII Telecom and Parent is a party or by which its any of the properties or assets of NII Telecom and Parent are subject bound, (iii) any Order of any Governmental Authority applicable to NII Telecom and Parent or bound any of the properties or assets of Parent, or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by cancellations that would not reasonably be expected to result, individually or on behalf of Focus Media) on in the Repurchased ADSsaggregate, in a NII Material Adverse Effect. (b) No Except as set forth on Section 4.30(b) of the Company Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller NII Telecom or Parent in connection with (i) the execution and delivery of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which NII Telecom or Parent is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller NII Telecom or Parent with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, the taking by NII Telecom or Parent of any other action contemplated hereby or thereby, except for any (i) the Regulatory Approval, (ii) the Antitrust Approval, (iii) the filing required with the U.S. Securities SEC of the Proxy Statement relating to the Parent Stockholders Meeting, and Exchange Commission (iv) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to disclose obtain or make would not reasonably be expected to result, individually or in the entry into this Agreement and the transactions contemplated herebyaggregate, in a NII Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of Neither the execution and delivery by the Seller of this Agreement or and the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or nor compliance by the Seller with any of the provisions hereof or thereof will will, subject to receiving the consents referred to in Section 4.6(b), (i) violate conflict with, or result in the Organizational Documents breach of, any provision of the Sellercertificate of incorporation or by-laws or comparable organizational documents of the Seller or its Subsidiaries, (ii) contraveneconflict with, conflict with violate, result in the breach or termination of, or constitute a default under, any Permit, note, bond, mortgage, deed of trust, indenture, lease, license, shareholders' agreement or result in partnership agreement to which the Company or any of its Subsidiaries is a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets party or by which the Seller they or any of their properties or assets is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a party or by which its properties or assets are subject or bound or (iv) result in the creation of or imposition of any Liens Lien (other than Liens created by Permitted Exceptions) upon the properties or assets of the Company and its Subsidiaries, (iv) conflict with or violate any statute, rule, regulation, judgement, order, writ, injunction or decree of any Governmental Body, administrative agency, arbitration panel or authority applicable to the Company or any of its Subsidiaries, or (v) conflict with, violate, result in the breach or termination of, or constitute a default under any Contract required to be disclosed on behalf of Focus Media) on the Repurchased ADSsSchedule 4.14. (b) No Except for the novation of any Government Contract, filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the voluntary notice to be filed under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (the "Exon-Xxxxxx Amendment"), and except as otherwise set forth on Schedule 4.6, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body and no consent under any Permit or any self-regulatory organization applicable Contract required to the Seller, be disclosed on Schedule 4.14 is required on the part of the Seller Seller, the Company or any of its Subsidiaries in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Documents, or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Seller, the Company and its Subsidiaries with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Subject to the expiration or termination of the waiting period under the HSR Act and the FINRA Approval, none of the execution and delivery by the such Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate as applicable, the Organizational Documents Articles of the Incorporation, Bylaws, Operating Agreement or comparable organizational documents of such Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the such Seller is a party or by which its any of the properties or assets of such Seller are subject bound, excluding any Contract also binding the properties or bound assets of the Company or any Subsidiary; (iii) any Permit to which such Seller is a party or by which any of the properties or assets of such Seller are bound, excluding any Permit also binding the properties or assets of the Company or any Subsidiary; (iv) result any Order of any Governmental Body applicable to such Seller; or (v) any applicable Law; other than, in the creation case of clause (iii) of the foregoing, any such conflicts, violations, breaches, conflicts or imposition of any Liens giving rise to rights that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Subsidiaries (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSstaken as a whole). (b) No Except as set forth on Schedule 3.3(b), the Negative Consent Notice set forth in Section 6.16, any filings as may be required under the HSR Act and compliance with the FINRA Approval, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the such Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with Documents, the transactions contemplated hereby and thereby, (ii) compliance by the such Seller with any of the provisions hereof or thereofhereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 7.3(a) hereto, none of the execution and delivery by the Seller Purchaser of this Agreement or the Seller Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Purchaser with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice or the lapse incorporation and by-laws of time or bothPurchaser; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller Purchaser is a party or by which Purchaser or its properties or assets are subject bound; (iii) any Order of any Governmental Body applicable to Purchaser or bound by which any of the properties or assets of Purchaser are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or cancellations, that would not have a material adverse effect on behalf of Focus Media) on Purchaser’s ability to consummate the Repurchased ADSstransactions contemplated hereby. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this AgreementAgreement or the Purchaser Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, except for compliance with the applicable requirements of the HSR Act and such other consents, waivers, approvals, Orders, permits or authorizations the failure of which to obtain would not have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby. (iiic) None of the execution and delivery by Purchaser of this Agreement or the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, except for or compliance by Purchaser with any filing required with of the U.S. Securities and Exchange Commission to disclose provisions hereof or thereof requires, or will require, the entry into this Agreement and vote or approval of the transactions contemplated herebyholders of any class or series of capital stock of Purchaser or any direct or indirect equityholder of Purchaser.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Section 3.3(a) of the Seller Disclosure Schedule, none of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation or permit the breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation and by-laws (or the lapse of time or bothother organizational and governing documents) of any rights Seller, Northwest or obligations, or result in a loss of any benefit or imposition of any penalties, under Apco Argentina; (ii) any Contract or Permit to which the Seller Seller, Northwest or Apco Argentina is a party or by is bound or to which its any of the properties or assets of Seller, Northwest or Apco Argentina are subject subject; (iii) any Order of any Governmental Body applicable to Seller, Northwest or bound Apco Argentina or by which any of the properties or assets of Seller, Northwest or Apco Argentina are bound; or (iv) result in any Law applicable to Seller, Northwest or Apco Argentina or any of the creation properties or to which any of the assets of Seller, Northwest or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsApco Argentina are subject. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with Documents, or the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or and thereby, except for any filing required with such consents, waivers, approvals, Orders, Permits or authorizations the U.S. Securities failure of which to obtain would not materially impair Apco Argentina, Northwest and Exchange Commission its Subsidiaries (taken as a whole) or Seller’s ability to disclose the entry into this Agreement and consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Parent Disclosure Schedule 6.4, and assuming the Parent Stockholder Approval is obtained and the filings referred to in Sections 6.4(b)(i) & (ii) are made, none of the execution and delivery by the Seller Parent or Purchaser of this Agreement or and of the Seller Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Parent and Purchaser with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (whether after i) the giving certificate of notice incorporation and by-laws (or the lapse of time or bothsimilar organizational documents) of any rights Parent or obligations, or result in a loss of any benefit or imposition of any penalties, under Purchaser; (ii) any Contract or Permit to which the Seller Parent or Purchaser is a party or by which its any of the properties or assets of Parent or Purchaser are subject bound; (iii) any Order of any Governmental Body applicable to Parent or bound Purchaser or by which any of the properties or assets of Parent or Purchaser are bound; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Parent or Purchaser in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Purchaser Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Parent or Purchaser with any of the provisions hereof or thereof, or except for (i) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act, the Exchange Act and the rules of the American Stock Exchange, (ii) filings required under and compliance with the applicable requirements of the HSR Act and (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the consummation of the transactions contemplated hereby or therebyaggregate, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebyhave a Parent Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller Purchaser of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, or the consummation of the transactions contemplated hereby or and thereby, or compliance by the Seller it with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate the Organizational Documents its certificate of the Sellerincorporation or bylaws, (ii) contraveneany agreement, conflict with or constitute or result in a breach or violation in any material respect of any Lawcontract, Order or Permit applicable to the Seller or its assets or by which the Seller is boundindenture, (iii) contravenenote, conflict withbond, breach or violatelease, constitute a default underlicense, approval, authorization, consent, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller it is a party or by which any of its properties or assets are subject bound, other than such conflicts, violations, defaults, terminations or bound cancellations that would not reasonably be expected to cause, individually or in the aggregate, a material adverse effect on the Purchaser or its ability to consummate the Transactions or perform its obligations under this Agreement; (iii) any Order of any Governmental Body applicable to it or any of its properties or assets as of the Effective Date; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsapplicable Law. (b) No Except for the notification required under the HSR Act, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which the Purchaser is a party, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller it with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, or its taking of any other action contemplated hereby or thereby, except for any filing required with such consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the U.S. Securities and Exchange Commission failure of which to disclose obtain or make, would not reasonably be expected to have, individually or in the entry into aggregate, a material adverse effect on the Purchaser or its ability to consummate the Transactions or perform its obligations under this Agreement and the transactions contemplated herebyAgreement.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 2.3(a), none of the execution and delivery by the Seller Consonus of this Agreement or the Seller Consonus Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Consonus with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contraveneor result in any violation or breach of, conflict with or constitute default (with or result in without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of Consonus to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of Consonus under, any provision of (i) the certificate of incorporation and bylaws or result in a loss comparable organizational documents of Consonus; (ii) any benefit contract or imposition of any penalties, under any Contract Permit to which the Seller Consonus is a party or by which its any of the properties or assets of Consonus are subject bound; (iii) any Order applicable to Consonus or bound any of the properties or assets of Consonus; or (iv) result any applicable Law, except in the creation case of clauses (ii) and (iv) for such violations, breaches, conflicts or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsdefaults as could not reasonably be expected to have a Consonus Material Adverse Effect. (b) No Except as set forth on Schedule 2.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Consonus in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with Consonus Documents, the transactions contemplated hereby and thereby, (ii) compliance by the Seller Consonus with any of the provisions hereof or and thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for those the failure of which to obtain would not result in a Consonus Material Adverse Effect or (ii) the continuing validity and effectiveness immediately following the Closing of any filing required with the U.S. Securities and Exchange Commission to disclose the entry into this Agreement and the transactions contemplated herebymaterial Permit or Material Contract of Consonus.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation and by-laws or the lapse comparable organizational documents of time or bothSeller; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller is a party or by which its any of the properties or assets of Seller are subject bound; (iii) any Order applicable to Seller or bound by which any of the properties or assets of Seller are bound; or (iv) result any applicable Law, other than, in the creation case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or cancellations that would not have a material adverse effect on behalf of Focus Media) on Seller’s ability to consummate the Repurchased ADSstransactions contemplated hereby. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or Seller Documents, or the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebyhereby, except for any filing required compliance with the U.S. Securities applicable requirements of the HSR Act and Exchange Commission such other consents, waivers, approvals, Orders, permits or authorizations the failure of which to disclose the entry into this Agreement and obtain would not have a material adverse effect on Seller’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on the Disclosure Schedule, none of the execution and delivery by the Seller Purchaser of this Agreement or the Seller Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate the Organizational Documents organizational documents of the SellerPurchaser, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Purchaser is a party or by which Purchaser or its properties or assets are subject bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) result in the creation of or imposition of any Liens (applicable Law, other than Liens created by any such conflicts, violations, or on behalf of Focus Media) defaults that would not reasonably be expected to have a material adverse effect on the Repurchased ADSsability of Purchaser to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (b) No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Purchaser in connection with (i) the execution and delivery of this AgreementAgreement or the Purchaser Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Purchaser with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated hereby or thereby, or for Purchaser to conduct the Business, except for any filing required compliance with the U.S. Securities and Exchange Commission to disclose applicable requirements of the HSR Act, the entry into of the Sale Order, and to the extent the failure to obtain such consents would not reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement and or to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution and execution, delivery or performance by the Seller Buyer of this Agreement or the Seller Buyer Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Buyer with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) violate the Organizational Documents of the Seller, Buyer; (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order Contract or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract to which the Seller Buyer is a party or by which any of its properties or assets are subject otherwise bound; (iii) any Order applicable to Buyer or bound by which any of its properties or assets are otherwise bound; or (iv) result any applicable Law, other than, in the creation case of clause (ii), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on cancellations that would not be material to Buyer’s ability to consummate the Repurchased ADSstransactions contemplated hereby. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, Authority is required on the part of the Seller Buyer in connection with (i) the execution and delivery of this AgreementAgreement or the Buyer Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller Buyer with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, or the taking by Buyer of any other action contemplated hereby or thereby, except for compliance with any filing required with other consents, waivers, approvals, Orders, Permits or authorizations the U.S. Securities and Exchange Commission failure of which to disclose the entry into this Agreement and obtain would not be material to Buyer’s ability to consummate the transactions contemplated hereby. (c) Except for approval by the board of directors of Grocery Outlet Holding Corp., a Delaware corporation, none of the execution, delivery or performance by Buyer of this Agreement or the Buyer Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by Buyer with any of the provisions hereof or thereof, requires the vote or approval of the holders of any class or series of capital stock or other securities of Buyer or any direct or indirect equity holder of Buyer.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the each Seller of this Agreement and each other agreement, document or the Seller Documentsinstrument contemplated hereby or thereby to which it is a party, or the consummation of the transactions Transactions contemplated hereby or and thereby, or compliance by the such Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, do not conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default or breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation (whether after the giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract provision of (i) the certificate of incorporation and by-laws or comparable organizational documents of such Seller; (ii) subject to entry of the Approval Order, any Contract, Real Property Lease or Permit to which the such Seller is a party or by which its any of the properties or assets of such Seller are bound; (iii) subject to entry of the Approval Order, any Order of any government or bound any agency, bureau, board, commission, court, department, official, political subdivision, quasi-governmental, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign (each, a “Governmental Authority”), applicable to such Seller or any of the properties or assets of such Seller as of the date hereof; or (iv) result subject to entry of the Approval Order, any applicable law, other than, in the creation case of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSs. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, clauses (ii) compliance by the Seller with any of the provisions hereof or thereof), or (iii) and (iv), such conflicts, violations, defaults, breaches, terminations or cancellations that would not reasonably be expected to constitute, individually or in the consummation aggregate, a Material Adverse Effect. No Seller is a party to, or subject to or bound by, any judgment, injunction or decree of any Governmental Authority or agreement which may restrict or interfere with the performance by such Seller of this Agreement or Buyer’s ability to operate the Business as currently operated. As used herein, a “Material Adverse Effect” means the occurrence of a material adverse effect on the ability of the transactions contemplated hereby or therebySellers, except for any filing required with the U.S. Securities and Exchange Commission taken as a whole, to disclose the entry into perform their obligations under this Agreement and the transactions contemplated herebyAgreement.

Conflicts; Consents of Third Parties. (a) None Except as set forth in Section 5.3(a) of the Disclosure Memorandum, none of the execution and delivery by the Seller of this Agreement or by Seller of the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellerconflict with, (ii) contravene, conflict with or constitute or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation in any material respect acceleration of any Lawobligation or to loss of a material benefit under, Order or Permit applicable give rise to any obligation of Seller to make any payment under, or to the Seller increased, additional, accelerated or its assets guaranteed rights or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default entitlements of any Person under, or result in or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) creation of any rights Liens upon any of the properties or obligationsassets of Seller under, any provision of (i) the articles of association and bylaws or result in a loss comparable organizational documents of Seller or any benefit of the Joint Venture Entities and the Subsidiary; (ii) any material Contract or imposition of any penalties, under any Contract Permit to which Seller or any of the Seller Joint Venture Entities and the Subsidiary is a party or by which its any of the properties or assets of Seller or any of the Joint Venture Entities and the Subsidiary are subject bound; (iii) any Order of any Governmental Body of competent jurisdiction or bound by which any of the properties or assets of Seller are bound; or (iv) result in the creation of or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSsApplicable Law. (b) No consentExcept for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of related waiting periods required by Section 7.4 of this Agreement, no material Consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, of competent jurisdiction is required on the part of the Seller in connection with (i) the execution and delivery of this AgreementAgreement or the Seller Documents, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or therebythereby or the taking by Seller of any other action contemplated hereby or thereby or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Seller, except for as set forth in Section 5.3(b) of the Disclosure Memorandum. (c) Except as set forth in Section 5.3(c) of the Disclosure Memorandum, neither Seller nor FHHL is a party to or subject to any filing required outstanding Order, agreement, memorandum of understanding or similar supervisory arrangement with, or a commitment letter or similar submission to, or extraordinary supervisory letter from, any Governmental Body charged with the U.S. Securities supervision or regulation of banks and Exchange Commission their holding companies, or mortgage banking (including the Federal Reserve Board, the VA, FHA, Xxxxxx Xxx, Xxxxxxx Mac, Xxxxxx Xxx, and HUD) or the supervision or regulation of Seller or FHHL relating to disclose the entry Business. Neither Seller nor FHHL has been advised by any Governmental Body that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such Order, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission relating to the Business and to the Knowledge of Seller, none are threatened to be issued or requested. Section 5.3(c) of the Disclosure Memorandum sets forth a brief description of each Order applicable to Seller, each of the Joint Venture Entities, the Subsidiary or FHHL relating to the Business or the Purchased Assets issued within the past three years. There is no Order applicable to Seller, the Joint Venture Entities, or the Subsidiary that currently restricts or will in the future restrict in any material respect the conduct of the Business, its credit policies, its management or its business, and none of them has received any communication requesting that they enter into this Agreement and any of the foregoing. (d) Section 5.3(d) of the Disclosure Memorandum sets forth a list of each Permit required in connection with Seller’s consummation of the transactions contemplated herebyby this Agreement.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement or the other Seller Documents, the performance by Seller of its obligations hereunder or thereunder or the consummation by Seller of the transactions contemplated hereby or thereby, thereby does or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with or violate the Organizational Documents any provision of the certificate of incorporation or bylaws of Seller, ; (ii) contravenesubject to entry of the Sale Order, conflict and with or constitute or result such exceptions as, individually and in the aggregate, do not have, and are not reasonably likely to have, a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contraveneMaterial Adverse Effect, conflict with, result in a violation or breach or violateof, constitute a default under, or result in the acceleration of, give rise to any right to accelerate, terminate, modify or permit the termination cancel, or cancellation (whether after the giving of notice require any notice, consent, authorization, approval or the lapse of time or both) of any rights or obligationswaiver under, or result in a loss of any benefit or imposition of any penaltiesother adverse consequence under, under any Contract or Permit to which the Seller is a party or by which Seller or any of its properties or assets are subject or is bound or otherwise subject; (iii) subject to entry of the Sale Order, violate or breach the terms of or cause any default under any Order of any Governmental Body applicable to Seller or any of the properties or assets of Seller; (iv) subject to entry of the Sale Order, violate or breach the terms of or cause any default under any applicable Law; (v) result in the creation of or imposition of any Liens Lien upon any assets or properties of Seller; or (other than Liens created vi) with the passage of time, the giving of notice or the taking of any action by or on behalf another Person, have any of Focus Mediathe effects described in clauses (i) on the Repurchased ADSsthrough (v) of this Section 5.3(a). (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and delivery by Seller of this AgreementAgreement or any of the other Seller Documents, the performance by Seller Documents and of any other Contracts to be executed and delivered in connection with of its obligations hereunder or thereunder, the consummation by Seller of the transactions contemplated hereby and thereby, (ii) compliance or thereby or the taking by the Seller with or of any of the provisions hereof or thereof, or (iii) the consummation of the transactions other action contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to disclose the entry into of the Sale Order. (c) Any existing default, including with respect to the failure to execute this Agreement on August 17, 2013, under the DIP Credit Agreement has been waived and reasonably satisfactory evidence of any such waiver by the transactions contemplated herebycreditor thereunder has been provided to Purchaser prior to the date of this Agreement.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the Seller Parent or the Seller of this Agreement or the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Parent, the Seller or the Company with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to the Seller or its assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate, constitute a default under, or result in any violation of or permit the default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (whether after i) the giving certificate of notice incorporation and by-laws or comparable organizational documents of the Seller Parent, the Seller or the lapse of time or bothCompany; (ii) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any Contract or Permit to which the Seller Parent, the Seller or the Company is a party or by which its any of the properties or assets of the Company are subject bound; (iii) any Order of any Governmental Body applicable to the Seller Parent, the Seller or bound the Company or by which any of the properties or assets of the Company are bound; or (iv) result any applicable material Law, other than, in the creation case of clauses (ii) and (iii), such conflicts, violations, defaults, terminations or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the Repurchased ADSscancellations, that would not have a Material Adverse Effect. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or any self-regulatory organization applicable to the Seller, is required on the part of the Seller Parent, the Seller or the Company in connection with (i) the execution and delivery of this Agreement, Agreement or the Seller Documents and any other Contracts to be executed and delivered in connection with or the transactions contemplated hereby and thereby, (ii) compliance by the Seller Company with any of the provisions hereof or thereof, or (iii) the consummation of the transactions contemplated hereby or thereby, except for any filing required with consents, waivers, approvals, Orders, Permits or authorizations the U.S. Securities and Exchange Commission failure of which to disclose the entry into this Agreement and the transactions contemplated herebyobtain would not have a Material Adverse Effect.