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

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the execution and delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof 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) the articles of incorporation of Purchaser, (ii) any material Agreement or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Seller Schedule 5.3(a), none of the execution and delivery and performance by Purchaser Seller of this AgreementAgreement or by Seller and its applicable Affiliates of the Ancillary Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser Seller and its applicable Affiliates 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 suspension, modification, termination or cancellation under, under any provision of (i) the articles certificate of incorporation organization and limited liability company agreement of Purchaser, Seller; (ii) any material Agreement Material Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, Seller Licenses and Permits; (iii) any Order of any Governmental Body applicable to Purchaser Seller or by which any of the properties or assets of Purchaser Purchased Assets are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Seller 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 is required on the part of Purchaser Seller in connection with the execution and delivery of this AgreementAgreement or the Ancillary Documents, the compliance by Purchaser Seller with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and or the taking by Seller of any other action contemplated hereby or thereby, except for such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain be obtained or made would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will (i) 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 underthe breach of, any provision of (i) the articles of incorporation or by-laws or comparable organizational documents of the Purchaser, ; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any material Agreement note, bond, mortgage, indenture, license, agreement or Permit other instrument or obligation to which the Purchaser is a party or by which Purchaser any of them or its any of their respective properties or assets are is bound, ; (iii) violate any Order statute, rule, regulation, order or decree of any Governmental Body applicable to Purchaser governmental body or authority by which the Purchaser is bound; or (iv) result in the creation of any of Lien upon the properties or assets of the Purchaser are bound or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches or defaults as would not, terminations individually or cancellations that would not in the aggregate, have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or Regulatory Authority is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, or the compliance by Purchaser with any of the provisions hereofhereof or thereof, other than the consummation filing of the transactions contemplated herebya Current Report on Form 8-K, a Schedule 14f-1 and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectany applicable Schedule 13D amendments and Forms 4.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof 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) the articles certificate of incorporation formation (or other organizational and governing documents) of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body Entity applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby, and or for Purchaser to conduct the Business, except for compliance with the applicable requirements of the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976 such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectEffect upon Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in listed on Section 7.3(a4.3(a) of the Purchaser Company Disclosure LetterSchedule, and assuming all Governmental Approvals as contemplated by Section 4.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 4.3(b) have been made, none of the execution and delivery and performance by Purchaser the Company of this Agreement, Agreement or the other Transaction Agreements to which it is a party or the consummation of the transactions contemplated hereby, or Transaction by the compliance by Purchaser with Company (A) will result in the creation of any Lien on any of the provisions hereof will Assets (other than Permitted Liens), or (B) conflict with, violate or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, modification, cancellation or cancellation underacceleration of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the articles Organizational Documents of incorporation the Company or one or more of Purchaser, its parent company(ies); (ii) any material Agreement Material Contract or Permit to which Purchaser the Company is a party or by which Purchaser or any of its properties or assets are bound, ; or (iii) any Law or Order of any Governmental Body that is applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable LawCompany, other thanexcept, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that as would not have have, individually or in the aggregate, a Purchaser Company Material Adverse Effect. (b) Except as set for in forth on Section 7.3(b4.3(b) of Purchaser the Company Disclosure LetterSchedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Approval is required on the part of Purchaser the Company or any Affiliate of the Company in connection with the execution and delivery by the Company of this Agreement, Agreement or the compliance by Purchaser with any of the provisions hereof, other Transaction Agreements to which it is a party or the consummation of the transactions contemplated herebyTransaction by the Company, except for (i) any filing, expiration or termination of waiting period or other approval required under the HSR Act and except under any other applicable antitrust, competition or pre-merger notification law or legal requirement and (ii) any such other consentsGovernmental Approval, waivers, approvals, Orders, Permits or authorizations the failure of which to make or obtain would not have have, individually or in the aggregate, a Purchaser Company Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth Assuming the making of the filings and notifications and the receipt of the consents or waiting period terminations or expirations identified in Section 7.3(a) of the Purchaser Disclosure Letter5.3(b), none of the execution and delivery and performance by Purchaser of this Agreement, Agreement or the other Transaction Agreements to which it is a party or the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof will conflict Transaction conflicts with, violates or result in any violation of or constitutes a default (with or without notice or lapse of time, or both) under, or give permit the acceleration of any obligation under, gives rise to a right of termination termination, modification or cancellation underunder or require any consent, approval or waiver from any Person pursuant to any provision of (i) the articles Organizational Documents of incorporation Purchaser or any of Purchaser, its Affiliates; (ii) any material Agreement Contract or Permit to which Purchaser or any of its Affiliates is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser or any of its Affiliates are bound bound; or (iviii) any Law or Order applicable Lawto Purchaser or any of its Affiliates, other than, except in the case of clauses (ii), (iii) and (iviii), where such conflictsconflict, violations, defaults, terminations violation or cancellations that default would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, notice, waiting period expiration or termination, Order, Permit or authorization of, or declaration declaration, registration or filing with, with or notification to, to any Person or Governmental Body Authority is required on the part of Purchaser or any of its Affiliates in connection with the execution and delivery by Purchaser of this Agreement, Agreement or the compliance by Purchaser with any of the provisions hereof, other Transaction Agreements to which it is a party or the consummation of the transactions contemplated herebyTransaction by Purchaser, except for (i) any filing or expiration of termination of the waiting period or other approval required under the HSR Act and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Governmental Approvals the failure of which to make or obtain would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3, none of the execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser 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) the articles certificate of incorporation or bylaws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effect. to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; or (b) Except as set for in Section 7.3(b) of require Purchaser Disclosure Letter, no to obtain any consent, waiver, approval, Order, Permit or authorization of, or declaration declare or filing file with, or give notification to, any Person or Governmental Body is required on the part of Purchaser in connection Body, except for (i) compliance with the execution and delivery of this Agreement, the compliance by Purchaser with any applicable requirements of the provisions hereof, the consummation of the transactions contemplated herebyAntitrust Laws, and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in listed on Section 7.3(a3.3(a) of the Purchaser Seller Disclosure LetterSchedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been made, none of the execution and delivery and performance by Purchaser Seller of this Agreement, Agreement or the other Transaction Agreements to which it is a party or the consummation of the transactions contemplated hereby, or Transaction by Seller (A) will result in the compliance by Purchaser with creation of any Lien on any of the provisions hereof will Assets (other than Permitted Liens) or (B) conflict with, violate or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, modification, cancellation or cancellation underacceleration of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the articles Organizational Documents of incorporation Seller or one or more of Purchaser, its parent company(ies); (ii) any material Agreement Material Contract or Permit to which Purchaser Seller is a party or by which Purchaser or any of its properties or assets are bound, ; or (iii) any Law or Order of any Governmental Body that is applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable LawSeller, other thanexcept, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that as would not have (or would not be reasonably expected to have), individually or in the aggregate, a Purchaser Company Material Adverse Effect. (b) Except as set for in forth on Section 7.3(b3.3(a) of Purchaser the Seller Disclosure LetterSchedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Approval is required on the part of Purchaser Seller in connection with the execution and delivery by Seller of this Agreement, Agreement or the compliance by Purchaser with any of the provisions hereof, other Transaction Agreements to which it is a party or the consummation of the transactions contemplated herebyTransaction by Seller, except for (i) any filing, expiration or termination of waiting period or other approval required under the HSR Act and except under any other applicable antitrust, competition or pre-merger notification law or legal requirement and (ii) any such other consentsGovernmental Approval, waivers, approvals, Orders, Permits or authorizations the failure of which to make or obtain would not have have, individually or in the aggregate, a Purchaser Company Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) None of the Purchaser Disclosure Letterexecution, none of the execution and delivery and performance by the Purchaser of this AgreementAgreement or the other Transaction Documents to which the Purchaser is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default under (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) the memorandum and articles of incorporation association of the Purchaser, ; or (ii) any material Agreement Order or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body Law applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law, other thanPurchaser, in the each case of clauses (i) and (ii), (iii) except as would not, individually or in the aggregate, materially and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have adversely affect the ability of the Purchaser to carry out its obligations hereunder and under the other Transactions Documents to which it is a Purchaser Material Adverse Effectparty and to consummate the transactions contemplated hereby and thereby. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement, Agreement or the other Transaction Documents or the compliance by the Purchaser with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, except as would not, individually or in the aggregate, materially and except such adversely affect the ability of the Purchaser to carry out its obligations hereunder and under the other consents, waivers, approvals, Orders, Permits or authorizations Transactions Documents to which it is a party and to consummate the failure of which to obtain would not have a Purchaser Material Adverse Effecttransactions contemplated hereby and thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this AgreementAgreement and each other agreement, document, or instrument contemplated hereby to which it is a party, the consummation of the transactions contemplated herebyTransactions, or the and compliance by Purchaser it with any of the provisions hereof will or thereof 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, under any provision of (i) the articles of incorporation of Purchaser, ’s organizational or governing documents; (ii) any material Agreement contract, agreement, lease, or Permit permit to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the its properties or assets as of Purchaser are bound the date hereof; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) ), and (iv), such conflicts, violations, defaults, terminations terminations, or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse EffectEffect on Purchaser’s ability to consummate the Transactions. (b) Except as set for in Section 7.3(b) the entry of Purchaser Disclosure Letterthe Sale Order and the required notifications under the HSR Act, no consent, waiver, approval, Order, Permit permit, or authorization of, or declaration or filing with, or notification to, to any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement and any other agreement, document, or instrument contemplated hereby to which it is a party, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions Transactions, or Purchaser’s taking of any other action contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits hereby or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, under or give rise to a right of termination termination, cancellation or cancellation under, acceleration (whether after the giving of notice or the lapse of time or both) of any provision of obligation under (i) the articles certificate of incorporation or by-laws of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflictsviolations, violationsbreaches, defaults, terminations terminations, cancellations or cancellations that would accelerations as could not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the compliance by Purchaser with any of the provisions hereof, Documents or the consummation of the transactions contemplated herebyhereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain would be obtained or made could not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure LetterSchedule 5.3, none of the execution and delivery and performance by Purchaser any Purchased Entity of this AgreementAgreement or the Company Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser any Purchased Entity with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Purchased Entity to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens (other than Permitted Exceptions) upon any of the Purchased Entity Assets under, any provision of (i) the articles certificate of incorporation organization or operating agreement of Purchaserany Purchased Entity, (ii) any material Agreement Contract or Permit to which Purchaser any Purchased Entity is a party or by which Purchaser or its properties or assets any of the Purchased Entity Assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser any Purchased Entity or by which any of the properties or assets of Purchaser are bound Purchased Entity Assets, or (iv) any applicable Law, other than, except as would not (in the case of clauses (ii), (iii) and through (iv)), such conflictsindividually or in the aggregate, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for forth in Section 7.3(b) of Purchaser Disclosure LetterSchedule 5.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser any Purchased Entity in connection with the execution and delivery of this Agreement, the Company Documents the compliance by Purchaser the Purchased Entities with any of the provisions hereofhereof and thereof, or the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectTransactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or any of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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) the articles certificate of incorporation and by-laws of Purchaser, Purchaser (or other organizational or governing documents); (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets Assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets Assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated hereby, except for (A) compliance with the applicable requirements of the HSR Act, and except (B) for such other consents, waiverswaives, approvals, Orders, Permits permits or authorizations the failure of which to obtain would not have a adversely affect Purchaser’s ability to consummate the transactions contemplated hereby or under any of the Purchaser Material Adverse EffectDocuments.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 3.4(a), none of neither the execution and delivery and performance by Purchaser the Company of this AgreementAgreement or any other Transaction Document to which it is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the nor compliance by Purchaser the 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) the articles certificate of incorporation of Purchaserthe Company or bylaws of the Company, (ii) any material Agreement or Permit Material Contract to which Purchaser the Company is a party or by which Purchaser or its the properties or assets of the Company are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Company or by which any of the its respective properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse EffectEffect on the Company. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 3.4(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser the Company in connection with the execution and delivery of this Agreement, Agreement or the other Transaction Documents to which it is a party or the compliance by Purchaser the Company with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectEffect on the Company.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is a party, the consummation of the transactions contemplated herebyhereby and thereby, or the compliance by Purchaser with any of the provisions hereof will or thereof 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, under any provision of (i) the articles its certificate of incorporation of Purchaser, or bylaws (ii) any material Agreement Contract, Lease or Permit to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the its properties or assets as of Purchaser are bound the date hereof; or (iv) any applicable Law, other than, in the case of clauses (i), (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with 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 compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby, its taking of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make, would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a5.3(a) of the Purchaser Company Disclosure Letter, none of the execution and delivery and performance by Purchaser Panadero Aggregates of this AgreementAgreement or the Panadero Aggregates Documents, the consummation of the transactions contemplated herebyTransaction, or the compliance by Purchaser Panadero Aggregates 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) the articles certificate of incorporation incorporation, by-laws or comparable organizational documents of Purchaser, Panadero Aggregates or any of its Subsidiaries; (ii) any material Agreement Contract or Permit License to which Purchaser Panadero Aggregates or any Subsidiary is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser Panadero Aggregates or any of its Subsidiaries are bound bound; (iii) any Order applicable to Panadero Aggregates or any of its Subsidiaries or by which any of the properties or assets of Panadero Aggregates or any of its Subsidiaries are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Except as set for forth in Section 7.3(b5.3(b) of Purchaser 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 is required on the part of Purchaser Panadero Aggregates or any of its Subsidiaries in connection with the execution and delivery of this Agreement, Agreement or the Company Documents or the compliance by Purchaser Panadero Aggregates with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyTransaction, and except for (i) compliance with the 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 other consents, waivers, approvals, Orders, Permits Licenses, authorizations, declarations, filings, or authorizations notifications, the failure of which to obtain or be made would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect, and (iii) as may be necessary as a result of any fact or circumstance relating to Buyer or any of its Affiliates.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 5.3(a) hereto and subject to the expiration or termination of the Purchaser Disclosure Letterwaiting period under the HSR Act, none of the execution and delivery and performance by Purchaser Buyer of this AgreementAgreement and of the Buyer Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser 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, under any provision of (i) the articles Articles of incorporation Incorporation and Bylaws or comparable organizational documents of Purchaser, Buyer; (ii) any material Agreement Contract or Permit to which Purchaser Buyer is a party or by which Purchaser or its any of the properties or assets of Buyer are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser Buyer or by which any of the properties or assets of Purchaser Buyer are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(bforth on Schedule 5.3(b) of Purchaser Disclosure Letterand any filings as may be 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 is required on the part of Purchaser Buyer in connection with the execution and delivery of this Agreement, Agreement or the Buyer Documents or the compliance by Purchaser Buyer with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser the Perforadora Entities of this Agreementthe Transaction Documents, the consummation of the transactions contemplated hereby, or the thereby and compliance by Purchaser the Perforadora Entities with any of the provisions hereof or thereof will not (i) 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 underthe breach of, any provision of (i) the articles certificate of incorporation or by-laws (or comparable organizational documents) of Purchaser, any of the Perforadora Entities; (ii) except as set forth on Schedule 3.04, conflict with, violate, result in the breach or termination of, or constitute a default under any material Agreement Contract or Permit other obligation to which Purchaser any of the Perforadora Entities or Stockholders is a party or by which Purchaser any of the Perforadora Entities' or its Stockholders' properties or assets are is bound, ; (iii) violate any Order statute, rule, regulation, order or decree of any Governmental Body applicable to Purchaser governmental body or authority by which any of the Perforadora Entities or Stockholders is bound; or (iv) result in the creation of any Lien upon the properties or assets of Purchaser are bound any of the Perforadora Entities or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse EffectStockholders. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 3.04, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser any of the Perforadora Entities or Stockholders in connection with the execution and delivery of this Agreementany of the Transaction Documents, or the compliance by Purchaser any of the Perforadora Entities or Stockholders with any of the provisions hereof, the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits hereof or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectthereof.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 4.3(a), none of the execution and delivery and performance by Purchaser LEAF Financial of this Agreementthe LEAF Financial Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser LEAF Financial with any of the provisions hereof or thereof applicable to it 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) the articles certificate of incorporation and by-laws or other organizational documents of PurchaserLEAF Financial or any of its Subsidiaries, or (ii) any material Agreement Contract or Permit to which Purchaser LEAF Financial or any of its Subsidiaries is a party or by which Purchaser or its any of their properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser it or its Subsidiaries or by which any of the its or their properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), ) such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser LEAF Financial or any of its Subsidiaries in connection with the execution and delivery of this Agreement, Agreement or the LEAF Financial Documents or the compliance by Purchaser LEAF Financial with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser the Buyer of this AgreementAgreement or the other Transaction Documents to which it is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the 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) the articles certificate of incorporation and bylaws of Purchaserthe Buyer, as either may be amended from time to time; (ii) any material Agreement or Permit Contract to which Purchaser the Buyer is a party or by which Purchaser or its the properties or assets of the Buyer are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Buyer or by which any of the properties or assets of Purchaser the Buyer are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse EffectEffect on the Buyer. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser the Buyer in connection with the execution and delivery of this AgreementAgreement or the other Transaction Documents to which it is a party, the compliance by Purchaser the Buyer with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectEffect on the Buyer.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 5.3(a) of the Purchaser Seller Disclosure LetterSchedule, none of the execution and execution, delivery and performance by Purchaser Seller of this AgreementAgreement or any of the other Seller Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser 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 termination, cancellation, acceleration or cancellation modification, an additional material contractual right or entitlement to any increased, additional, accelerated or guaranteed payment, or the loss of any material benefit, or the imposition of any Lien on any of the Purchased Assets, under, any provision of of: (i) the articles certificate of incorporation and by-laws or comparable organizational documents of Purchaser, Seller; (ii) any material Agreement Purchased Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, included in the Purchased Assets; (iii) any Order of any Governmental Body applicable to Purchaser Seller or by which any of the properties or assets of Purchaser Seller are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Seller Material Adverse Effect. (b) Except as set for in Section 7.3(bforth on Schedule 5.3(b) of Purchaser the Seller Disclosure LetterSchedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser Seller in connection with the execution and delivery of this AgreementAgreement or the other Seller Documents, the compliance by Purchaser Seller with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain which would not have a Purchaser Seller Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of Neither the execution and delivery and performance by Purchaser the Seller of this AgreementAgreement or any other Transaction Document to which he is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the nor compliance by Purchaser 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) the articles of incorporation of Purchaser, (ii) any material Agreement or Permit Contract to which Purchaser the Seller is a party or by which Purchaser or its the properties or assets of the Seller are bound, (iiiii) any Order of any Governmental Body applicable to Purchaser the Seller or by which any of the his properties or assets of Purchaser are bound or (iviii) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), than such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser the Seller in connection with the execution and delivery of this Agreement, Agreement or the other Transaction Documents to which he is a party or the compliance by Purchaser the Seller with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of the Seller to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 6.3(a) of the Purchaser Disclosure Letterhereto, none neither of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or nor the compliance by Purchaser with any of the provisions hereof or thereof will (i) 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 underthe breach of, any provision of (i) the articles certificate of incorporation or by-laws of Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any material Agreement note, bond, mortgage, indenture, license, agreement or Permit other obligation to which Purchaser is a party or by which Purchaser or its properties or assets are bound, bound or (iii) violate any statute, rule, regulation or Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Lawis bound, other thanexcept, in the case of clauses (ii), (iii) and (iviii), for such conflicts, violations, defaultsbreaches or defaults as would not, terminations individually or cancellations that would not in the aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, except for (i) compliance with the consummation applicable requirements of Antitrust Laws, to the transactions contemplated herebyextent applicable, and except (ii) such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings, or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this Agreement and each Ancillary Agreement, the consummation of the transactions contemplated herebyhereby and thereby, or the compliance by Purchaser with any of the provisions hereof will or thereof 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 undercancellation, the creation or acceleration of any obligation or change of any rights or the incurrence of any Encumbrances, under any provision of (i) the articles certificate of incorporation and by-laws or comparable organizational documents of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound, (iii) any Order of any Governmental Authority applicable to Purchaser or any of the properties or assets of Purchaser, or (iv) any applicable Law, other than, in the case of clauses subsections (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to result, individually or in the aggregate, in a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser in connection with the execution and delivery of this Agreement and any Ancillary Agreement, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby or the taking by Purchaser of any other action contemplated hereby or thereby, except for (i) the Company Approvals and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not have reasonably be expected to result, individually or in the aggregate, in a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3(a), none of the execution and delivery and performance by Purchaser TRS or RCC of this Agreementthe RCC Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser TRS or RCC with any of the provisions hereof or thereof applicable to it, 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) the articles certificate of incorporation and by-laws of Purchaser, RCC or TRS or the organizational documents of LRF; (ii) any material Agreement Contract, or Permit to which Purchaser either TRS, RCC, or LRF is a party or by which Purchaser or any of its properties or assets are bound, ; (iiiiv) any Order of any Governmental Body applicable to Purchaser TRS, RCC or LRF, or by which any of the their properties or assets of Purchaser are bound bound; or (ivv) any applicable Law, other than, in the case of clauses (iiiii), (iiiiv) and (iv), v) such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser TRS or RCC in connection with the execution and delivery of this AgreementAgreement or the RCC Documents, the compliance by Purchaser TRS or RCC with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3(a), none of the execution and delivery and performance by Purchaser of this Agreement, neither the consummation of the transactions contemplated hereby, or the hereby nor compliance by Purchaser Topco with any of the provisions hereof will 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) the articles organizational documents of incorporation of Purchaser, Topco; (ii) any material Agreement Contract or Permit to which Purchaser Topco is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser Topco are bound bound; (iii) any Order of any Governmental Entity applicable to Topco, or by which any of the properties or assets of Topco are bound; or (iv) any applicable Law, other than, except in the case of clauses (iiii)-(iv), (iii) and (iv)where such conflict, such conflictsviolation, violations, defaults, terminations default or cancellations that right of termination or cancellation would not have be materially adverse to the Earthbound Group, taken as a Purchaser Material Adverse Effectwhole. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 Entity is required on the part of Purchaser Topco in connection with the execution and delivery of this Agreement, Agreement or any Ancillary Agreement or the compliance by Purchaser Topco with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby immediately following the Closing, and except where such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain such consent, waiver, approval, Order, Permit, authorization or notice would not have be materially adverse to the Earthbound Group, taken as a Purchaser Material Adverse Effectwhole.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) None of the Purchaser Disclosure Letterexecution, none of the execution and delivery and or performance by Purchaser Seller of this AgreementAgreement or the Seller Documents, as applicable, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser Seller with any of the provisions hereof or thereof, as applicable, will conflict with, or result in any violation of or infringement or default (with or without notice or lapse of time, or both) under, or give rise to the creation of any Lien, except for Permitted Exceptions, or a right of termination termination, amendment, acceleration or cancellation under, any provision of (i) the articles of incorporation or by-laws (or similar governing documents) of Purchaser, Seller or any Purchased Subsidiary; (ii) any material Agreement Contract or Permit to which Purchaser Seller or any of the Purchased Subsidiaries is a party or by which Purchaser or its any of their respective properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser Seller or any of the Purchased Subsidiaries or by which any of the their respective properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, infringements, defaults, terminations terminations, amendments, accelerations or cancellations cancellations, that would not have not, individually or in the aggregate, (x) prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or (y) be material to the Business, including the Purchased Subsidiaries, taken as a Purchaser Material Adverse Effectwhole. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit Permit, license, registration, approval or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser Seller or any Purchased Subsidiary in connection with the execution execution, delivery and delivery performance by Seller or any Purchased Subsidiary of this Agreement, Agreement or the Seller Documents or the compliance by Purchaser Seller or any Purchased Subsidiary with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, except for (i) the approval of the local commerce bureau in Dongguan and except the approval of and registration with the local administration of industry and commerce in Dongguan, in each case with respect to the transfer of Capital Stock of A.T. Cross 40 Stationery (Dongguan) Co. Limited (“Cross Dongguan”) and (ii) such other consents, waivers, approvals, Orders, Permits Permits, licenses, registrations, approvals or authorizations the failure of which to obtain would not have (x) prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or (y) be material to the Business, including the Purchased Subsidiaries, taken as a Purchaser Material Adverse Effectwhole.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3(a), none of the execution and delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof 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) the articles certificate of incorporation and by-laws of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby, or for Purchaser to conduct the Business, other than (i) filings with and except approvals of the FCC as required under the Communications Act and (ii) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterially adversely affect Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3 hereto, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation and by-laws or comparable organizational documents of such Purchaser, ; (ii) any material Agreement Contract, or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3, none of the execution and ------------ delivery and performance by Purchaser of this AgreementAgreement and of Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in any a 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 underof, any provision of (i) the articles certificate of incorporation limited partnership or limited partnership agreement of Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under, or result in the termination, cancellation or acceleration (whether after the filing of notice or lapse of time or both) of any material Agreement right or obligation of Purchaser under, any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, bound or (iii) violate any statute, rule, regulation or Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflictsviolations, violationsbreaches, defaults, terminations terminations, cancellations or cancellations that accelerations as would not have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, and or for Purchaser to conduct the Business, except such other consents, waivers, approvals, Orders, Permits or authorizations for compliance with the failure applicable requirements of which to obtain would not have a Purchaser Material Adverse Effectthe HSR Act.

Conflicts; Consents of Third Parties. (ai) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles of incorporation organizational documents of Purchaser, (ii) any material Agreement or Contract of Permit to which Purchaser is a party or by which Purchaser is bound or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the its properties or assets of Purchaser are bound or (iv) any applicable Law, in any case, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or to consummate the Transactions. (bii) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby or the taking by Purchaser of any other action contemplated hereby or thereby, except for compliance with the Confirmation Order and except such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or to consummate the Transactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3, none of the execution and -------------- delivery and performance by Purchaser of this AgreementAgreement and of Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in any a 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 underof, any provision of (i) the articles certificate of incorporation formation or the operating agreement of Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under, or result in the termination, cancellation or acceleration (whether after the filing of notice or lapse of time or both) of any material Agreement right or obligation of Purchaser under, any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, bound or (iii) violate any statute, rule, regulation or Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflictsviolations, violationsbreaches, defaults, terminations terminations, cancellations or cancellations that accelerations as would not have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations for Purchaser to conduct the failure of which to obtain would not have a Purchaser Material Adverse EffectBusiness.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 7.3 hereto, none of the execution and delivery and performance by Purchaser any KMG Entity of this AgreementAgreement and of the KMG Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser such KMG Entity with any of the provisions hereof or thereof will (i) 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, under any provision of (iA) the articles certificate of incorporation formation, bylaws or other organizational documents of Purchaser, such KMG Entity; (iiB) any material Agreement Contract or Permit to which Purchaser such KMG Entity is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser such KMG Entity are bound bound; (C) any Order of any Governmental Body applicable to such KMG Entity or by which any of the properties or assets of such KMG Entity are bound; or (ivD) any applicable Law, other than, ; or (ii) result in the case creation or imposition of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effectany Lien other than Permitted Exceptions on Val-Tex. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser any KMG Entity in connection with the execution and delivery of this Agreement, Agreement or the KMG Documents or the compliance by Purchaser such KMG Entity with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of such KMG Entity to consummate the Transactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is a party, the consummation of the transactions contemplated herebyhereby and thereby, or the compliance by Purchaser with any of the provisions hereof will or thereof 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, under any provision of (i) the articles its certificate of incorporation of Purchaseror bylaws, (ii) any material Agreement Contract, Lease or Permit to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the its properties or assets as of Purchaser are bound the date hereof; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to cause, individually or in the aggregate, a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with 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 compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby, its taking of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make, would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this AgreementAgreement and each other agreement, document or instrument contemplated hereby or thereby to which Purchaser is a party, the consummation of the transactions contemplated herebyhereby and thereby, or the compliance by Purchaser with any of the provisions hereof will or thereof 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, under any provision of (i) the articles certificate of incorporation and by-laws or comparable organizational documents of Purchaser, (ii) any material Agreement or Permit Contract to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound, (iii) any Order, or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (ba) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with 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 compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby, the taking by Purchaser of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order and except such other (ii) immaterial consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectauthorizations, declarations, filings and notifications.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will (i) 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 underthe breach of, any provision of (i) the articles of incorporation or by-laws of Purchaser, ; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any material Agreement note, bond, mortgage, indenture, license, agreement or Permit other instrument or obligation to which Purchaser is a party or by which Purchaser it or any of its properties or assets are bound, ; (iii) violate any Order statute, rule, regulation, order or decree of any Governmental Body applicable to Purchaser governmental body or authority by which Purchaser is bound; or (iv) result in the creation of any of Lien upon the properties or assets of Purchaser are bound or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches or defaults as would not, terminations individually or cancellations that would not in the aggregate, have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or Regulatory Authority is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or Purchaser Documents, or the compliance by Purchaser with any of the provisions hereofhereof or thereof, other than the consummation filing of the transactions contemplated herebya Current Report on Form 8-K, a Schedule 14f-1 and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectany applicable Schedule 13D amendments and Forms 4.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3(a), none of the execution and delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof 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) the articles certificate of incorporation and by-laws (or other organizational and governing documents) of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby, and except or for Purchaser to conduct the AVL Business, other than such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterially adversely affect Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of for compliance with the Purchaser Disclosure LetterHSR Act, none of the execution and delivery and performance by Purchaser of this AgreementAgreement or any of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination modification, suspension, termination, cancellation or cancellation acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Purchaser to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Purchaser under any provision of (i) the articles of incorporation organizational documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Lettercompliance with 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 is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereof, or the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits hereby or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aSchedule 3.3(a), and provided that the notifications and approvals set forth in Schedule 3.3(b) of the Purchaser Disclosure Letterare made or obtained, none of the execution and delivery and performance by Purchaser the Company of this AgreementAgreement or the Company Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of, breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation, acceleration, modification or cancellation loss of any material benefit under, any provision of (i) the articles certificate of incorporation and bylaws or comparable organizational documents of Purchaser, any Acquired Company; (ii) any material Agreement Material Contract or Permit to which Purchaser any Acquired Company is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser any Acquired Company are bound or affected or cause the creation of any Lien upon any of the assets of any Acquired Company; (iii) any Order of any Governmental Authority applicable to any Acquired Company or by which any of the properties or assets of any Acquired Company are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, breaches, defaults, terminations terminations, cancellations, accelerations, modifications or cancellations losses that would not have a Purchaser Material Adverse Effectnot, individually or in the aggregate, reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other Transactions or result in material liability to any Acquired Company, or in the case of clause (ii), such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, modifications or losses that would not, individually or in the aggregate, reasonably be expected to materially and adversely impact the operations of any Acquired Company following the Closing. (b) Except as set for forth in Section 7.3(b) of Purchaser Disclosure LetterSchedule 3.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser any Acquired Company in connection with the execution and delivery of this Agreement, Agreement or the Company Documents or the compliance by Purchaser the Company with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyTransactions, except for (i) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware; (ii) compliance with the applicable requirements of the HSR Act; (iii) any applicable filings under state securities, “Blue Sky” or takeover laws; and except (iv) to the Company’s Knowledge, such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have not, individually or in the aggregate, reasonably be expected to result in a Purchaser Company Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3 hereto, none of the execution and delivery and performance by such Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by such 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, under any provision of (i) the articles Certificate of incorporation Formation and Bylaws or comparable organizational documents of such Purchaser, ; (ii) any material Agreement Contract or Permit to which such Purchaser is a party or by which Purchaser or its any of the properties or assets of such Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to such Purchaser or by which any of the properties or assets of such Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 6.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of such Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by such Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of such Purchaser Material Adverse Effectto consummate the Transactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 6.3(a) of the Purchaser Disclosure Letterhereto, none of the execution and delivery and performance by Purchaser the Purchasers of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the Purchasers 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) the articles certificate of incorporation and by-laws (estatutos sociales, if applicable) of any Purchaser, ; (ii) any material Agreement Contract or Permit to which the Purchaser is a party or by which any Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to any Purchaser or by which any of the properties or assets of any Purchaser are bound bound; or (iv) any applicable material Law, other thanexcept, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a material adverse effect on the ability of any Purchaser Material Adverse Effectto consummate the transaction contemplated hereby or by the Purchaser Documents. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by any Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by any Purchaser of any other action contemplated hereby, and except such other consentsfor the notice to the Foreign Investment Registry (Registro Nacional de Inversiones Extranjeras) to be filed in Mexico after the Closing Date, waivers, approvals, Orders, Permits or authorizations which will be filed by the failure of which to obtain would not have a Purchaser Material Adverse EffectPurchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth in on Section 7.3(a) 3.3 of the Purchaser Company Disclosure LetterSchedule, and subject to obtaining approval through the Requisite Stockholder Vote, none of the execution and execution, delivery and performance by Purchaser each of this Agreement, Seller and Guardion of the Transaction Agreements to which it is or will be a party or the consummation of the transactions contemplated herebyTransactions by each of Seller and Guardion will contravene, or the compliance by Purchaser with any of the provisions hereof will conflict with, violate or result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a new right of termination termination, acceleration, modification or cancellation by any third party under, any provision of (A) the Organizational Documents of each of Seller and Guardion; (B) any material Contract to which either of Seller or Guardion is a party; or (C) any Law or result in the termination, suspension, revocation, cancellation or adverse change in any material Permit of the Company, except for (i) the articles filing of incorporation the Guardion Proxy Statement in definitive form with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Exchange Act of Purchaser1934, as amended (the “Exchange Act”), and such reports under the Exchange Act as may be required in connection with this Agreement, and the transactions contemplated hereby; (ii) such filings as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any material Agreement foreign country or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, the rules and regulations of the Nasdaq Capital Market (“Nasdaq”); and (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) any applicable Law, other than, in the case of clauses (ii), (iiiB) and (ivC), where such conflictscontravention, violationsconflict, defaultsviolation, terminations default or cancellations that right would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required material adverse effect on the part ability of Purchaser in connection with either of Seller or Guardion to consummate the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectTransactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3 hereto, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation and by-laws or comparable organizational documents of such Purchaser, ; (ii) any material Agreement Contract, or Permit to which Purchaser is a party or by which any of the assets or properties of Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, except for (i) compliance with the consummation applicable requirements of the transactions contemplated hereby, CFIUS and except (ii) such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.6(a), none of the execution and delivery by the Seller and performance by Purchaser the Company of this AgreementAgreement and the other Seller Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the Seller and the Company with any of the provisions hereof will or thereof will, subject to receiving the consents referred to in Section 5.6(b), (i) 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 underthe breach of, any provision of (i) the articles certificate of incorporation or by-laws or comparable organizational documents of Purchaser, the Company or any of its Subsidiaries; (ii) conflict with, violate, result in the breach or termination of, or entitle any other party thereto to terminate, or accelerate or assert additional material rights under, any material Agreement Permit or Permit Contract to which Purchaser the Company or any of its Subsidiaries is a party or by which Purchaser any of them or its any of their respective properties or assets are Assets is bound, ; (iii) conflict with or violate any Order Law of any Governmental Body applicable to Purchaser or by which the Company or any of the properties or assets of Purchaser are bound its Subsidiaries is bound; or (iv) result in the creation of any applicable Law, Lien (other thanthan Permitted Exceptions) upon the properties or Assets of the Company or any of its Subsidiaries except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches, terminations defaults or cancellations that Liens as would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Except for the novation of any United States Contract, filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the "HSR Act"), the laws of the European Union or similar Governmental Bodies and except as otherwise set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 5.6(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, Consent of any Person or Governmental Body is required on the part of Purchaser the Seller, the Company or any of its Subsidiaries in connection with the execution and delivery of this AgreementAgreement or any of the other Seller Documents, or the compliance by Purchaser the Seller or the Company, as the case may be, with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyother than Consents which have been obtained, and except such other consentsor which if not obtained, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents do not, and the consummation of the transactions contemplated hereby, hereby or the thereby and compliance by Purchaser with any of the provisions hereof or thereof (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, violate, breach or 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) the articles of incorporation organizational documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, with or notification to, to any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereof, hereof or thereof or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain that, if not obtained, would not have a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 4.2(a), none of the execution and delivery and performance by Purchaser any Selling Stockholder of this AgreementAgreement and the Selling Stockholder Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser any Selling Stockholder with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or give rise to any provision obligation of any Selling Stockholder or the Company to make any payment under (i) the articles certificate of incorporation and bylaws or comparable organizational documents of Purchaser, the Company or any Subsidiary; (ii) any material Agreement Contract, or Permit to which Purchaser the Company or any Subsidiary is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser the Company or any Subsidiary are bound bound; (iii) any statute, rule, regulation or (iv) Order of any Governmental Body applicable to the Company or any Subsidiary or any of the properties or assets of the Company or any Subsidiary or any applicable Law, other than, in except that the case Selling Stockholders make no representation regarding the applicability of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effectantitrust laws with respect to the transactions contemplated hereby. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 4.2(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser any Selling Stockholder or the Company in connection with the execution and delivery of this AgreementAgreement or the Selling Stockholder Documents, or the compliance by Purchaser each Selling Stockholder with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Selling Stockholder of any other action contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 3.2(a), none of the execution and delivery and performance by Purchaser Seller of this AgreementAgreement or the Seller Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser 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) the articles certificate of incorporation formation or limited liability company operating agreement of Purchaser, Seller; (ii) any material Agreement or Permit Contract to which Purchaser Seller is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound any Company is bound, except as would not have a Material Adverse Effect; (iii) any Order applicable to Seller or any of the properties or assets of a Company; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 3.2(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Body, including with respect to the HSR Act, is required on the part of Purchaser Seller in connection with the execution and delivery of this Agreement, the Seller Documents, the compliance by Purchaser Seller with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated hereby, and except hereby or thereby. (c) The Company Indebtedness evidenced by the instruments listed on Schedule 3.2(a) may be prepaid without any prior consent from the holder of such Company Indebtedness or from any other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectPerson.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will (i) 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 underthe breach of, any provision of (i) the articles of incorporation or by-laws or comparable organizational documents of the Purchaser, ; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any material Agreement note, bond, mortgage, indenture, license, agreement or Permit other instrument or obligation to which the Purchaser is a party or by which Purchaser any of them or its any of their respective properties or assets are is bound, ; (iii) violate any Order statute, rule, regulation, order or decree of any Governmental Body applicable to Purchaser governmental body or authority by which the Purchaser is bound; or (iv) result in the creation of any of Lien upon the properties or assets of the Purchaser are bound or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches or defaults as would not, terminations individually or cancellations that would not in the aggregate, have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or Regulatory Authority is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, or the compliance by Purchaser with any of the provisions hereofhereof or thereof, other than the consummation filing of the transactions contemplated herebya Current Report on Form 8-K and any required amendments thereof, a Schedule 14f-1, if necessary, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectany applicable Schedule 13D amendments and Forms 4.

Conflicts; Consents of Third Parties. (a) Except as set forth on Schedule 4.3(a) or as would not reasonably be expected to result in Section 7.3(a) of the Purchaser Disclosure Lettera Material Adverse Effect, none of the execution and delivery and performance by Purchaser PAS of this Agreementthe PAS Documents, the consummation of the transactions contemplated herebythereby, or the compliance by Purchaser PAS therewith, does or will conflict with or result in a breach of any of the provisions hereof will conflict withof, contravene, result in any violation of, loss of rights or default under, constitute an event creating rights of, or result in, acceleration, termination, repayment or cancellation of or under, entitle any party to receive any payment or benefit pursuant to, 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) the articles of incorporation of Purchaser, (ii) any material Agreement or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order creation of any Governmental Body applicable to Purchaser or by which Lien upon any of the properties or assets of Purchaser are bound any of the PAS Entities or of PAS under, (ivi) any applicable Lawprovision of the Organizational Documents of any of the PAS Entities or PAS, other than, in the case of clauses (ii), ) any Law applicable to any of the PAS Entities or PAS or any of their respective properties or (iii) any distribution, franchise or bottling agreement or Permit by which any of the PAS Entities or PAS is bound or affected. Each PAS Entity has made available to the Company complete and (iv)correct copies of its Organizational Documents, as in effect on the date hereof, and no such conflicts, violations, defaults, terminations or cancellations that PAS Entity is in violation of any of the provisions of such documents except for such violations as would not have reasonably be expected to result in a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 4.3(b), no consent, waiver, approval, Order, Order or Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser PAS or any PAS Entity in connection with the execution and delivery of this Agreement, the PAS Documents or the compliance by Purchaser PAS or any PAS Entity with any of the provisions hereofthereof, or the consummation of the transactions contemplated herebythereby, and except such other consentsfor any requirement which, waiversif not satisfied, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the execution and delivery and performance by Purchaser of this Agreement, Neither the consummation of the transactions contemplated hereby, or the hereby nor compliance by Purchaser Buyer with any of the provisions hereof will will, in any material respect, 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) the articles organizational documents of incorporation of Purchaser, Buyer; (ii) any material Agreement Contract or material Permit to which Purchaser Buyer is a party or by which Purchaser or its any of the material properties or assets of Buyer are bound, ; (iii) any material Order of any Governmental Body Entity applicable to Purchaser Buyer, or by which any of the material properties or assets of Purchaser Buyer are bound bound; or (iv) any applicable Law, other than, except in the case of clauses (ii)ii)-(iv) where such conflict, (iii) and (iv)violation, such conflicts, violations, defaults, terminations default or cancellations that right of termination or cancellation would not have a Purchaser Material Adverse Effectmaterially impair the ability of Buyer to consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Purchaser Buyer in connection with the execution and delivery of this Agreement, Agreement or the compliance by Purchaser Buyer with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations where the failure of which to obtain such consent, waiver, approval, Order, Permit, authorization or notice would not have a Purchaser Material Adverse Effectmaterially impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3 hereto, none of the execution and delivery by Parent and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Parent and 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, under any provision of (i) the articles certificate of incorporation and by-laws of Purchaser, Purchaser and Parent; (ii) any material Agreement Contract, or Permit to which Purchaser or Parent is a party or by which Purchaser or its any of the properties or assets of Purchaser or Parent are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or Parent or by which any of the properties or assets of Purchaser or Parent are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser or Parent in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser and Parent with any of the provisions hereofhereof or thereof, except for (i) receipt of all cigarette, tobacco and other licenses required to operate the consummation of Business following the transactions contemplated herebyClosing, and except (ii) such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effector Parent to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles of incorporation organization and operating agreement of Purchaser, (ii) any material Agreement or Permit contract to which Purchaser is a party or by which Purchaser or its properties assets is bound or assets are bound, subject to 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) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iviii), where such conflicts, violations, defaults, terminations or cancellations that would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 Entity is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Casino Business, except for compliance with the applicable requirements of the Gaming Laws, the Liquor Laws, and the Xxxx-Xxxxx-Xxxxxx (HSR) Act or any other applicable Antitrust Law, and except such other consents, waivers, approvals, Orders, Permits or authorizations to the failure of which to obtain extent the same would not reasonably be expected to have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, 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 termination, cancellation or cancellation under, acceleration of any obligation under (i) any provision of (i) the articles certificate of incorporation or by-laws of Purchaser, (ii) any material Agreement right or obligation of Purchaser under any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, 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) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and (iv), for such conflictsviolations, violationsbreaches, defaults, terminations terminations, cancellations or cancellations that accelerations as would not have a material adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the compliance by Purchaser with any of the provisions hereof, Documents or the consummation of the transactions contemplated herebyhereby or thereby except for compliance with the applicable requirements of the HSR Act, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectif any.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 6.3(a) of the Purchaser Disclosure Letter, none of the execution and delivery and performance by Purchaser TRS or RCC of this Agreementthe RCC Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser TRS or RCC with any of the provisions hereof or thereof applicable to it, 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) the articles certificate of incorporation and by-laws of Purchaser, RCC or TRS or the organizational documents of LRF; (ii) any material Agreement Contract, or Permit to which Purchaser either TRS, RCC, or LRF is a party or by which Purchaser or any of its properties or assets are bound, ; (iiiiv) any Order of any Governmental Body applicable to Purchaser TRS, RCC or LRF, or by which any of the their properties or assets of Purchaser are bound bound; or (ivv) any applicable Law, other than, in the case of clauses (iiiii), (iiiiv) and (iv), v) such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(bforth on Schedule 6.3(b) of Purchaser Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser TRS or RCC in connection with the execution and delivery of this AgreementAgreement or the RCC Documents, the compliance by Purchaser TRS or RCC with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in on Section 7.3(a3.3(a) of the Purchaser Company Disclosure LetterSchedule, none of the execution and execution, delivery and performance by Purchaser Seller of this AgreementAgreement or the other Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herebyTransaction by Seller, conflicts with, violates or constitutes a default under, or permits the compliance by Purchaser with acceleration of any of the provisions hereof will conflict withobligation under, or result gives rise to a right of termination, modification or cancellation by any third party under (in any violation of or default (each case with or without notice or lapse of time, or bothboth),(i) under, or give rise to a right of termination or cancellation under, any provision of (i) the articles Organizational Documents of incorporation Seller or one or more of Purchaser, its parent companies; (ii) any material Agreement Contract, Lease, Permitted Lien or Permit to which Purchaser Seller is a party or by which Purchaser or any of its properties or assets are bound, ; or (iii) any Order of any Governmental Body Law applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable LawSeller, other than, except in the case of clauses (ii), (iii) and (iviii), where such conflictsconflict, violations, defaults, terminations violation or cancellations that default would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effectmaterial adverse effect on the ability of Seller to perform its obligations under this Agreement. (b) Except as set for in forth on Section 7.3(b3.3(b) of Purchaser the Company Disclosure LetterSchedule, no consent, waiver, approval, waiting period expiration or termination, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser Seller or any Affiliate of Seller in connection with the execution execution, delivery and delivery performance by Seller of this Agreement, Agreement or the compliance by Purchaser with any of the provisions hereof, other Transaction Agreements to which it is a party or the consummation of the transactions contemplated herebyTransaction by Seller, and except such other consents, waivers, approvals, Orders, Permits as may be necessary as a result of the identity or authorizations the failure legal or regulatory status of which to obtain would not have a Purchaser Material Adverse Effector its Affiliates.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3 hereto, none of the execution and delivery and performance by Purchaser Parent of this AgreementAgreement and of the Parent Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser Parent with any of the provisions hereof or thereof will (i) 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, under any provision of (iA) the articles Articles of incorporation Incorporation or Bylaws of Purchaser, Parent; (iiB) any material Agreement Contract or Permit to which Purchaser Parent is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser Parent are bound bound; (C) any Order of any Governmental Body applicable to Parent or by which any of the properties or assets of Parent are bound; or (ivD) any applicable Law, other than, ; or (ii) result in the case creation or imposition of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effectany Lien other than Permitted Exceptions on the Purchased Assets. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser Parent in connection with the execution and delivery of this Agreement, Agreement or the Parent Documents or the compliance by Purchaser Parent with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of Parent to consummate the Transactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure LetterThe execution, none of the execution and delivery and performance of this Agreement and the Purchaser Documents by Purchaser of this Agreement, and the consummation of the transactions contemplated herebyhereby and thereby do not and will not (i) result in a breach or violation of any provision of Purchaser's charter or by-laws, or the compliance by Purchaser with any of the provisions hereof will conflict with, (ii) violate or result in any violation a breach of or constitute an occurrence of default (with under any provision of, result in the acceleration or without notice cancellation of any obligation or lapse to a loss of time, or both) any benefit to which Purchaser is entitled under, or give rise to a right of termination by any party to terminate or cancellation amend its obligations under, any provision mortgage, deed of (i) the articles of incorporation of Purchasertrust, (ii) any material Agreement conveyance to secure debt, note, loan, indenture, lien, lease, agreement, instrument, order, judgment, decree or Permit other arrangement or commitment to which Purchaser is a party or by which Purchaser it or its assets or properties or assets are bound, (iii) violate any Order of any Governmental Body applicable to Law or Permit by which Purchaser or by which any of the properties or its assets of Purchaser are bound or (iv) result in the imposition of any applicable Law, Lien upon any of the assets or properties of Purchaser other than, in the case of clauses (ii), (iii) and (iviii), any such conflictsviolation, violationsbreach, defaultsdefault, terminations acceleration or cancellations that cancellation of obligations or rights that, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, or notification notice to, or other action by, any Person or Governmental Body is required on the part of to be obtained, made or taken by Purchaser in connection with the execution and delivery of this Agreement, Agreement and the compliance by Purchaser with any of the provisions hereof, Documents or the consummation of the transactions contemplated herebyhereby or thereby by Purchaser, except for (i) any filings required to be made under any Antitrust Law and except (ii) such other consents, waivers, approvals, Ordersorders, Permits authorizations, registrations, declarations or authorizations filings the failure of which to obtain be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser or its Affiliates of this AgreementAgreement or the other Transaction Agreements to which it is a party, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser or its Affiliates with any of the provisions hereof or thereof conflicts with or will conflict with, or result in any violation of or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or result in the loss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination termination, modification or cancellation under or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its Affiliates under, any provision of (i) the articles certificate of incorporation or bylaws or other comparable organizational documents, of Purchaser, Purchaser or any of its Affiliates; (ii) any material Agreement Contract or Permit to which Purchaser or any of its Affiliates is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser or any of its Affiliates are bound bound; (iii) any Order of any Governmental Authority applicable to Purchaser or any of its Affiliates or by which any of the properties or assets of Purchaser or any of its Affiliates are bound; or (iv) any applicable Law, other than, except in the case of clauses (ii), (iii) and (iv), where such conflictsconflict, violations, defaults, terminations violation or cancellations that default would not have or reasonably be expected to, individually or in the aggregate, materially delay or materially and adversely affect Purchaser’s ability to execute, deliver and perform its obligations under this Agreement and the Transaction Agreements to which it is a Purchaser Material Adverse Effectparty. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser or any of its Affiliates in connection with the execution and delivery by Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, the consummation of the Transactions by Purchaser and its Affiliates or the compliance by Purchaser or its Affiliates with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyexcept for any such Governmental Approval, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to make or obtain would not or reasonably be expected to, individually or in the aggregate, materially delay or have a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser’s or its Affiliates’ ability to execute, deliver and perform its obligations under this Agreement and the Transaction Agreements to which it is a party.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.2 hereto, none of the execution and delivery and performance by Purchaser such Principal Shareholder of this AgreementAgreement and of the Principal Shareholder Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser such Principal Shareholder 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, under any provision of (i) the articles of incorporation of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser such Principal Shareholder is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser such Principal Shareholder are bound bound; (ii) any Order of any Governmental Body applicable to such Principal Shareholder or by which any of the properties or assets of such Principal Shareholder are bound; or (iviii) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser such Principal Shareholder in connection with the execution and delivery of this Agreement, Agreement or the Principal Shareholder Documents or the compliance by Purchaser such Principal Shareholder with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of such Principal Shareholder to consummate the Transactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or violate, result in any violation of or breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person, or result in the creation of any encumbrance upon any of the properties or assets of any Company or Subsidiary under, any provision of (i) the articles certificate of incorporation and by-laws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations for compliance with the failure applicable requirements of which to obtain would not have a Purchaser Material Adverse Effectthe HSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3(a), none of the execution and delivery and performance by Purchaser of this AgreementAgreement or the other Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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) the articles certificate of incorporation and by-laws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and through (iv)) hereof, where any such conflictsconflict, violations, defaults, terminations default or cancellations that right of termination or cancellation would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the other Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a prevent Purchaser Material Adverse Effectfrom being able to consummate the transactions contemplated by this Agreement and the other Purchaser Documents.

Conflicts; Consents of Third Parties. (a) Except Assuming the Governmental Approvals are given, made, or obtained, as set forth in Section 7.3(a) of the Purchaser Disclosure Lettercase may be, none of the execution and delivery and performance by Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herebyTransaction, or the compliance by Purchaser with any of the provisions hereof will conflict conflicts with, violates or result in any violation of or constitutes a default (with or without notice or lapse of time, or both) under, or give permits the acceleration of any obligation under, or gives rise to a right of termination termination, modification or cancellation under, any provision of (i) the articles of incorporation incorporation, bylaws, limited liability company agreement, partnership agreement or other comparable organizational documents, of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iviii) any Law applicable Lawto Purchaser, other than, except in the case of clauses (ii), (iii) and (iviii), where such conflictsconflict, violations, defaults, terminations violation or cancellations that default would not have result, or reasonably be expected to result, individually or in the aggregate, in a Purchaser Material Adverse Effect. (b) Except Assuming the Governmental Approvals are given, made, or obtained, as set for in Section 7.3(b) of Purchaser Disclosure Letterthe case may be, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser in connection with the execution and delivery by Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, the compliance by Purchaser with any of the provisions hereof, or the consummation of the transactions contemplated herebyTransaction by Purchaser, except for (i) compliance with any applicable requirements and except such other consentsfilings with DCSA of the U.S. Department of Defense under the NISPOM; (ii) filings with the U.S. State Department’s Directorate of Defense Trade Controls in accordance with the International Traffic in Arms Regulations, waivers22 C.F.R. §§ 120-30, approvals, Orders, Permits or authorizations as amended (the failure of which “ITAR”); (iii) federal and state securities notice filings and Exchange Act reporting with respect to obtain would not have a Purchaser Material Adverse Effectthe Stock Consideration; and (iv) notice filing with the Nasdaq Stock Market with respect to the Stock Consideration.

Conflicts; Consents of Third Parties. (a) Except as set forth Assuming that all consents and other Permits described in Section 7.3(a6.2(b) of the Purchaser Disclosure Letterhave been obtained and all other actions described in Section 6.2(b) have been fulfilled, none of the execution and delivery and performance by Purchaser such Securityholder of this AgreementAgreement or the Securityholder Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser such Securityholder 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, under any provision of (i) if applicable, the articles certificate of incorporation and bylaws or comparable organizational documents of Purchasersuch Securityholder, (ii) any material Agreement Contract or Permit to which Purchaser such Securityholder is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser such Securityholder are bound bound, (iii) any material Order applicable to such Securityholder or by which any of the properties or assets of such Securityholder are bound, or (iv) any material applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 6.2(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser such Securityholder in connection with the execution and delivery of this Agreement, the Securityholder Documents, the compliance by Purchaser such Securityholder with any of the provisions hereof, or the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations for those the failure of which to obtain be made or obtained would not have a Purchaser Material Adverse Effectmaterially adversely affect the ability of such Securityholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or the other Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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) the articles of incorporation organizational documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not not, individually or in the aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the other Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits hereby or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 6.3: (a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser the Company of this AgreementAgreement or the other Company Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the 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) the articles certificate of incorporation and by-laws of Purchaser, the Company; (ii) any material Agreement Contract or Permit to which Purchaser the Company is a party or by which Purchaser or its any of the properties or assets of the Company are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Company or by which any my of the properties or assets of Purchaser the Company are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser the Company in connection with the execution and delivery of this AgreementAgreement or the other Company Documents, the compliance by Purchaser the Company with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or the Transaction Documents to which Purchaser is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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) the articles certificate of incorporation or by-laws or other comparable organizational documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby or thereby. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization No Consent of, with or declaration or filing with, or notification to, to any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Transaction Documents to which Purchaser is a party or the compliance by Purchaser with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, except for (A) compliance with the applicable requirements of the HSR Act and except (B) such other consents, waivers, approvals, Orders, Permits or authorizations Consents the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterial adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or 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, under any provision of (i) the articles certificate of incorporation and bylaws of Purchaser, Purchaser or (ii) any material Agreement or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby and thereby, and or the taking by Purchaser of any other action contemplated hereby or thereby, except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse EffectEffect on the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser Lender of this AgreementAgreement or any of the Ancillary Agreements, the consummation by Lender of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser Lender with any of the provisions hereof or thereof will conflict with, or result in any a violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation or to the loss of a benefit under, any provision of (iA) the articles of incorporation of Purchaser, (ii) any material Agreement or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties organizational documents of Lender; (B) any contract relating to the Lender or assets of Purchaser are bound Permit relating to the Lender; or (ivC) any applicable LawLaws, other than, in the case of clauses (ii), (iiiB) and (ivC), such conflicts, violations, defaults, terminations fees, payments, increases, charges, modifications, terminations, cancellations, accelerations or cancellations losses that would not have a Purchaser Material Adverse Effect(i) prevent or impair Lender’s ability to perform all of its obligations pursuant to this Agreement and the Ancillary Agreements or (ii) result in the creation of any Lien upon any of the Transferred Assets or any Liability to the Purchaser. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no consent, waiver, No approval, Orderorder or permit from, Permit or authorization ofconsent by, or declaration registration, declaration, notification or filing with, any Governmental Authority or notification to, any other Person or Governmental Body is required on the part of Purchaser Lender in connection with the execution and delivery of this AgreementAgreement or any of the Ancillary Agreements by Lender, the compliance by Purchaser Lender with any of the provisions hereofhereof or thereof, the consummation by Lender of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits hereby or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser and LSG of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser and LSG 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, under any provision of (i) the articles Certificate of incorporation Incorporation and Bylaws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser or LSG is a party or by which Purchaser or its any of their properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or LSG or by which any of the properties or assets of Purchaser or LSG are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser or LSG in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser or LSG with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effector LSG to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser Purchasers of this AgreementAgreement or the other Purchasers Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser Purchasers 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) the articles organizational documents of incorporation of Purchaser, Purchasers; (ii) any material Agreement Contract or Permit to which Purchaser Purchasers is a party or by which Purchaser Purchasers or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser Purchasers or by which any of the properties or assets of Purchaser Purchasers are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not not, individually or in the aggregate, have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of Purchasers to consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser Purchasers in connection with the execution and delivery of this Agreement or the other Purchasers Documents, except such filings that need to be filed with the Securities and Exchange Commission upon consummation of the transaction contemplated by this Agreement, the compliance by Purchaser Purchasers with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits hereby or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation and by-laws or comparable organizational documents of such Purchaser, ; (ii) any material Agreement Contract, or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse EffectEffect on the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth Provided Purchaser obtains a franchise to operate the System and the other Governmental Authorizations referenced in Section 7.3(asubparagraph (b) of the Purchaser Disclosure Letterbelow, none of the execution and delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof 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) the articles of incorporation organization (or other organizational and governing documents) of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions Transaction contemplated hereby, or for Purchaser to conduct the Business, except for (i) compliance with the applicable requirements of the Franchises or other Governmental Authorizations, (ii) notice to the FCC that Purchaser has acquired the System, (iii) obtaining a franchise to operate the System and except the other Material Consents and such (iv) other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterial adverse effect upon Purchaser’s ability to consummate the Transaction contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth Assuming all consents, approvals, waivers, Orders and Permits described in Section 7.3(a4.4(b) of the Purchaser Disclosure Letterand Section 5.3(b) have been obtained, and all declarations, filings or notifications described in Section 4.4(b) and Section 5.3(b) have been made, none of the execution and execution, delivery and or performance by Purchaser Buyer of this AgreementAgreement or any other Transaction Document, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof will conflict with, or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination or cancellation of any obligation under, or result in the creation of any Lien upon any of the properties or assets of Buyer under, any provision of (i) the articles Organizational Documents of incorporation of PurchaserBuyer, (ii) any material Agreement or Permit Contract to which Purchaser Buyer is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser Buyer are bound or (iviii) any applicable Law, other than, in Order or Permit applicable to Buyer or by which any of the case properties or assets of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse EffectBuyer are bound. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure LetterNo consent, no consentapproval, waiver, approval, Order, Permit or authorization ofPermit, or declaration or filing with, or notification to, any Person (under any Contract or otherwise) or Governmental Body is required on the part of Purchaser Buyer in connection with the execution execution, delivery and delivery performance of this AgreementAgreement and the other Transaction Documents to which Buyer is a party by Buyer, the compliance by Purchaser with any of the provisions hereof, or the consummation of the transactions contemplated herebyhereby or thereby, other than (i) the premerger notification and except waiting period requirements of the HSR Act and (ii) such other consents, approvals, waivers, approvals, Orders, Orders or Permits or authorizations the failure of which to obtain from, or declarations, filings or notifications the failure of which to make to, any Governmental Body would not reasonably be expected, individually or in the aggregate, to have a Purchaser Buyer Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 6.3(a) of the Purchaser Disclosure Letterhereto, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation formation and bylaws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(bforth on Schedule 6.3(b) of Purchaser Disclosure Letterhereto, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(aon Schedule 6.3(a) of the Purchaser Disclosure Letterhereto, none of the execution and delivery and performance by the Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the 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) the articles certificate of incorporation and by-laws of the Purchaser, ; (ii) any material Agreement Contract or Permit to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to the Purchaser or by which any of the properties or assets of the Purchaser are bound bound; or (iv) any applicable material Law, other thanexcept, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a material adverse effect on the ability of the Purchaser Material Adverse Effectto consummate the transaction contemplated hereby or by the Purchaser Documents. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by the Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by the Purchaser of any other action contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser the Stockholder of this AgreementAgreement or the Stockholder Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the Stockholder 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) the articles charter documents of incorporation of Purchaser, the Stockholder; (ii) any material Agreement Contract, or Permit to which Purchaser the Stockholder is a party or by which Purchaser or its any of the properties or assets of the Stockholder are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Stockholder or by which any of the properties or assets of Purchaser the Stockholder are bound bound; or (iv) any applicable Law, other than, in except where the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that failure to do so would not have result in a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser the Stockholder in connection with the execution and delivery of this AgreementAgreement or the Stockholder Documents, or the compliance by Purchaser such Stockholder with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby and thereby, except for (A) compliance with the requirements of the HSR Act, if applicable, and except (B) for such other consents, waivers, approvals, Orders, Permits permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterial adverse effect on the Stockholder’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser such Blockerco of this AgreementAgreement or the Blockerco Documents, the consummation by such Blockerco of the transactions contemplated herebyTransactions, or the compliance by Purchaser such Blockerco 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 of, or result in, termination, acceleration or cancellation of any obligation or to a loss of benefit under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on the property or assets of Blockerco under, or give rise to any rights or entitlements under, any provision of of: (i) the articles certificate of incorporation incorporation, bylaws or comparable organizational documents of Purchaser, such Blockerco; (ii) any material Agreement Contract or material Permit to which Purchaser such Blockerco is a party or by which Purchaser or its properties or assets are bound, party; (iii) any Order of any Governmental Body applicable to Purchaser such Blockerco or by which any of the properties or assets of Purchaser such Blockerco are bound bound; or (iv) any applicable Law, other than, in the case of the preceding clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effectreasonably be expected to , individually or in the aggregate, (x) result in material liability to such Blockerco or (y) prevent or materially impair or delay such Blockerco from performing its material obligations under this Agreement or consummating the Transactions as contemplated hereby. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser such Blockerco in connection with the execution and delivery by such Blockerco of this AgreementAgreement or the Blockerco Documents, the compliance by Purchaser such Blockerco with any of the provisions hereofhereof or thereof, or the consummation by Blockerco of the transactions contemplated herebyTransactions, except for: (i) filings required under and except in compliance with the applicable requirements of the HSR Act; (ii) the filing of the Certificate of Merger applicable to such other consents, waivers, approvals, Orders, Permits or authorizations Blockerco; and (iii) the failure of which to obtain would not have a Purchaser Material Adverse EffectTelecom Regulatory Filings and the Telecom Regulatory Consents.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section on Schedule 7.3(a) of the Purchaser Disclosure Letter), none of the execution and delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser with any of the provisions hereof 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) the articles certificate of incorporation formation or limited liability company operating agreement of Purchaser, (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section on Schedule 7.3(b) of Purchaser Disclosure Letter), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, the compliance by Purchaser with any of the provisions hereof, the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect. (c) Purchaser is a “non-Canadian” within the meaning of the Investment Canada Act (Canada).

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) 5.6 of the Purchaser Disclosure Letter, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will (i) 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 underthe breach of, any provision of (i) the articles certificate of incorporation or by-laws or comparable organizational documents of Purchaser, Purchaser or any of its Subsidiaries; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any material Agreement note, bond, mortgage, indenture, license, agreement or Permit other instrument or obligation to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or any of its Subsidiaries or any of its properties or assets are is bound, ; (iii) violate any Order statute, rule, regulation, order or decree of any Governmental Body applicable to by which Purchaser or by which any of its Subsidiaries is bound; or (iv) result in the creation of any Lien upon the properties or assets of Purchaser are bound or (iv) any applicable Law, other thanand its Subsidiaries except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, defaultsbreaches or defaults as could not, terminations individually or cancellations that would not in the aggregate, reasonably be expected to have a Purchaser Material Adverse EffectEffect on Purchaser and its Subsidiaries, taken as a whole, or materially delay the consummation of the transactions contemplated hereby. (b) Except as set for forth in Section 7.3(b5.6(b) of the Purchaser Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Purchaser or any of its Subsidiaries in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, or the compliance by the Purchaser with any of the provisions hereofhereof or thereof, except for compliance with the applicable requirements of the HSR Act and except where the failure to obtain such consent, waiver, approval, Order, Permit or authorization, or to make such declaration or filing, could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Purchaser and its Subsidiaries, taken as a whole, or materially delay the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will not conflict withwith or result in a breach of the terms or conditions of, or result in any violation of or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, cancellation, modification or cancellation acceleration of any obligation under, any provision of (i) the articles certificate of incorporation and by-laws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable material Law, ; other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to materially adversely affect the ability of the Purchaser to perform its obligations pursuant to this Agreement in a Purchaser Material Adverse Effecttimely manner. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit Permit, exemption, authorization or authorization ofaction by, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, except for (A) compliance with the applicable requirements of the HSR Act and except such other consents, waivers, approvals, Orders, Permits or authorizations (B) the failure of which to obtain would not have a Purchaser Material Adverse EffectForeign Filings.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3(a), none of the execution and delivery and performance by Purchaser the Selling Stockholder of this AgreementAgreement or the Selling Stockholder Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser the Selling Stockholder 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) the articles certificate of incorporation and by-laws or comparable organizational documents of Purchaser, the Companies or of the Selling Stockholder; (ii) any material Agreement Contract, or Permit to which Purchaser the Companies or the Selling Stockholder is a party or by which Purchaser or its any of the properties or assets of the Companies or of the Selling Stockholder are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser either the Companies or the Selling Stockholder or by which any of the properties or assets of Purchaser either the Companies or the Selling Stockholder are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) Except as set forth on Schedule 5.3(b), and except for in Section 7.3(b) of Purchaser Disclosure Letter, the Company Shareholder Approval no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser the Companies or the Selling Stockholder in connection with the execution and delivery of this Agreement, Agreement or the Selling Stockholder Documents or with the compliance by Purchaser the Selling Stockholder with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse EffectTransactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) None of the Purchaser Disclosure Letterexecution, none of the execution and delivery and performance by the Purchaser of this AgreementAgreement or the other Transaction Documents to which the Purchaser is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will breach or conflict with, or result in any violation of or default under (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) the memorandum and articles of incorporation association of Purchaserthe Purchaser (the “Purchaser Articles”), (ii) any material Agreement Law or Permit Order applicable to the Purchaser or (iv) any Contract to which the Purchaser is a party or by which the Purchaser or its properties property or assets are bound, (iii) any Order is bound or result in the acceleration of any Governmental Body applicable material obligation under any Contract except to Purchaser the extent such violation or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that default would not have a Purchaser Material Adverse Effectmaterial adverse effect on the Purchaser’s ability to consummate the transactions contemplated herein. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Government Authority or any other Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the other Transaction Documents or the compliance by the Purchaser with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, except for the registration with the SEC contemplated by the Registration Rights Agreement and except such other consents, waivers, approvals, Orders, Permits or authorizations a supplemental listing application to the failure of which to obtain would not have a Purchaser Material Adverse EffectNew York Stock Exchange.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3(a), none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by 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) the articles of incorporation organizational documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are boundparty, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; (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) any applicable Law, other than, which in the case of clauses (ii), (iii) and through (iv)) would, such conflictsor would reasonably be expected to, violationsindividually or in the aggregate, defaults, terminations prevent or cancellations that would not have a Purchaser Material Adverse Effectmaterially impair or delay Purchaser’s ability to consummate the Transactions or perform its obligations hereunder or thereunder. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on 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 (including any Governmental Body Body) is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings, or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure aggregate, prevent or materially impair or delay the ability of which Purchaser to obtain would not have a Purchaser Material Adverse Effectconsummate Transactions.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation formation and operating agreement of Purchaser, (ii) any material Agreement contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, is bound or subject to 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) any applicable Law, other than, in the case of clauses (ii), (iii) and (iviii), such conflicts, violations, defaults, terminations or cancellations that as would not reasonably be expected to have a an adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 6.5(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Entity is required on the part of Purchaser in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Casino Business, except for compliance with the applicable requirements of the HSR Act or any other applicable Antitrust Law, and except such other consents, waivers, approvals, Orders, Permits or authorizations to the failure of which to obtain extent the same would not reasonably be expected to have a an adverse effect on the ability of Purchaser Material Adverse Effectto perform its obligations under this Agreement or the Purchaser Documents or to consummate the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser and/or Merger Sub of this AgreementAgreement or the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser and/or Merger Sub 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) the articles certificate of incorporation and by-laws or organizational and governing documents of Purchaser, each of Purchaser and Merger Sub; (ii) any material Agreement or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to either Purchaser or Merger Sub or by which any of the properties or assets of either of Purchaser or Merger Sub are bound bound; or (iviii) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser or Merger Sub in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, as the case may be, the compliance by Purchaser and/or Merger Sub with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or the taking by Purchaser and/or Merger Sub of any other action contemplated hereby except for (i) compliance with the applicable requirements of the HSR Act or other Antitrust Law, and except if any, or (ii) such other consents, waivers, approvals, Orders, Permits permits or authorizations from a Person other than a Governmental Body, the failure of which to obtain would not have a Purchaser Material Adverse Effect.material adverse effect on Purchaser’s and/or Merger Sub’s ability to consummate the transactions contemplated hereby. 7.4

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by the Purchaser of this Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which the Purchaser is a party, the consummation of the transactions contemplated herebyhereby and thereby, or the compliance by the Purchaser with any of the provisions hereof will or thereof 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, under any provision of (i) the articles certificate of incorporation and bylaws or comparable organizational documents of the Purchaser, ; (ii) any material Agreement Contract or Permit to which the Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of the Purchaser are bound bound; (iii) any Order; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which the Purchaser is a party, the compliance by the Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby, the taking by the Purchaser of any other action contemplated hereby or thereby, except for (i) the entry of the Sale Order and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or make, would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 4.3(a), none of the execution and delivery and performance by Purchaser Seller of this AgreementAgreement or the other Seller Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser 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) the articles certificate of incorporation and by-laws of Purchaser, Seller; (ii) any material Agreement Contract, or material Permit to which Purchaser Seller is a party or by which Purchaser or its any of the properties or assets of Seller are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser Seller or by which any of the properties or assets of Purchaser Seller are bound bound; or (iv) any applicable Law, other thanexcept, in the case of clauses (ii), (iii) and through (iv)) hereof, where any such conflictsconflict, violations, defaults, terminations default or cancellations that right of termination or cancellation would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser Seller in connection with the execution and delivery of this AgreementAgreement or the other Seller Documents, the compliance by Purchaser Seller with any of the provisions hereof, hereof or thereof or the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectprevent Seller from being able to consummate the transactions contemplated by this Agreement and the other Seller Documents.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of for the Purchaser Disclosure LetterUnitholder Approval, and assuming the filings referred to in Sections 5.3(b) are made, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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 termination, cancellation or cancellation acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Purchaser to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in creation of any Liens upon any of the properties or assets of Purchaser under any provision of (i) the articles of incorporation Organizational Documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body Authority applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser in connection with (i) the execution and delivery of this AgreementAgreement or the Purchaser Documents, (ii) the compliance by Purchaser with any of the provisions hereofhereof or thereof, (iii) the consummation of the transactions contemplated herebyhereby and thereby or (iv) the taking by Purchaser of any other action contemplated hereby or thereby, or (v) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Purchaser, except for (a) the filing with the SEC of the Proxy Statement, (b) the approval of the Bankruptcy Court, (c) Purchaser Unitholder Approval and (d) such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a Purchaser Material Adverse EffectEffect with respect to Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none of the The execution and delivery and performance by the Purchaser of this Agreement, the applicable Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which the Purchaser is a party, the consummation of the transactions contemplated herebyhereby and thereby, or the compliance by the Purchaser with any of the provisions hereof will or thereof 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, under any provision of (i) the articles of incorporation of Purchaser, ’s Governing Documents; (ii) any material Agreement Contract or Permit to which the Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of the Purchaser are bound is bound; (iii) any Order; or (iv) any applicable Law, other thanexcept (A) as set forth in Section 5.4(b) of the Seller Disclosure Schedule, and (B) in the case of clauses (ii), (iii) and or (iv), for any such conflicts, violations, defaults, terminations violations or cancellations defaults that would not have a prevent or materially delay the ability of the Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement and the applicable Ancillary Agreements. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement, the applicable Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby to which the Purchaser is a party, the compliance by the Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated herebyhereby or thereby, and the taking by the Purchaser of any other action contemplated hereby or thereby, except such other consents, waivers, approvals, Orders, Permits or authorizations (i) as set forth in Section 5.4(b) of the failure of which to obtain would not have a Purchaser Material Adverse Effect.Seller Disclosure Schedule,

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure LetterSchedule 4.3(a), none of the execution and delivery and performance by Purchaser the Selling Stockholder of this AgreementAgreement or the Selling Stockholder Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the Selling Stockholder 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) the articles certificate of incorporation and by-laws (or other organizational and governing documents) of Purchaser, the Selling Stockholder; (ii) any material Agreement Contract, or Permit to which Purchaser the Selling Stockholder is a party or by which Purchaser or its any of the properties or assets of the Selling Stockholder are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Selling Stockholder or by which any of the properties or assets of Purchaser the Selling Stockholder are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse Effect. (b) Except as set for forth in Section 7.3(b) of Purchaser Disclosure LetterSchedule 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 is required on the part of Purchaser the Selling Stockholder in connection with the execution and delivery of this AgreementAgreement or the Selling Stockholder Documents, or the compliance by Purchaser the Selling Stockholder with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated hereby, except for (A) compliance with the applicable requirements of the HSR Act, and except (B) for such other consents, waivers, approvals, Orders, Permits permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation and by-laws of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery by PDI, Parent and performance by Purchaser Merger Sub of this AgreementAgreement and of Parent Documents, the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser PDI, Parent and Merger Sub 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) Default under, or give rise to a right of termination or cancellation under, under any provision of (i) the articles certificate of incorporation and bylaws or comparable organizational documents of PurchaserPDI, Parent or Merger Sub; (ii) any material Agreement Contract, or Permit to which Purchaser PDI, Parent or Merger Sub is a party or by which Purchaser or its any of the properties or assets of PDI, Parent or Merger Sub are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser PDI, Parent or Merger Sub or by which any of the properties or assets of Purchaser PDI, Parent or Merger Sub are bound bound; or (iv) any applicable Law, other than, in the case of except with respect to clauses (ii), (iii) and through (iv), such conflictsas would not, violationsindividually or in the aggregate, defaults, terminations or cancellations that would not have reasonably be expected to (a) result in a Purchaser Parent Material Adverse EffectEffect or (b) prevent, impair or delay, in any material respect, the ability of the parties hereto to consummate the Transactions. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body No Consent is required on the part of Purchaser PDI, Parent or Merger Sub in connection with the execution and delivery of this Agreement, Agreement or the Parent Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, except for such Consents, the consummation absence of which would not, individually or in the aggregate, (i) result in a Parent Material Adverse Effect or (ii) reasonably be expected to prevent, impair or delay, in any material respect, the ability of the transactions contemplated hereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations parties hereto to consummate the failure of which to obtain would not have a Purchaser Material Adverse EffectTransactions.

Conflicts; Consents of Third Parties. (ai) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery by each of Buyer Opco and performance by Purchaser NPC of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser it with any of the provisions hereof 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, 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) the articles Organizational Documents of incorporation either of Purchaser, them; (ii) any material Agreement Contract or Permit to which Purchaser either of them is a party or by which Purchaser or its any of their properties or assets are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser either of them or by which any of the their properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, except in the case of clauses (ii), (iii) and through (iv), such conflicts, violations, defaults, terminations or cancellations ) that would not have reasonably be expected to (x) be material to NPC and its Subsidiaries, taken as a Purchaser Material Adverse Effectwhole or (y) materially affect the ability of NPC to make in full any payments pursuant to this Agreement. (bii) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser Vantiv, Buyer Opco or NPC in connection with the their execution and delivery of this Agreement, Agreement or the compliance by Purchaser any of them with any of the provisions hereof, or the consummation of the transactions Transactions contemplated hereby, and hereby except such other consents, waivers, approvals, Orders, Permits or authorizations as contemplated by the failure of which to obtain would not have a Purchaser Material Adverse EffectTransaction Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth Assuming all Governmental Approvals contemplated by Section 5.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 7.3(a4.3(b) of the Purchaser Company Disclosure LetterSchedule have been made, none of the execution and delivery and performance by Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herebyTransactions, or the compliance by Purchaser with any of the provisions hereof will conflict conflicts with, violates or result in any violation of or constitutes a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, acceleration, modification or cancellation under, any provision of (i) the articles of incorporation Organizational Documents of Purchaser, ; (ii) any material Agreement Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iviii) any Law applicable Lawto Purchaser, other than, except in the case of clauses (ii), (iii) and (iviii), where such conflictsconflict, violations, defaults, terminations violation or cancellations that default would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) Except as set for in forth on Section 7.3(b5.3(b) of the Purchaser Disclosure LetterSchedule, no consentGovernmental Approval, waiver, approval, Order, Permit consent or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body waiver is required on the part of Purchaser in connection with the execution and delivery by Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, the compliance by Purchaser with any of the provisions hereof, or the consummation of the transactions contemplated herebyTransactions by Purchaser, and except such other consentsfor any Governmental Approval, waivers, approvals, Orders, Permits or authorizations the failure of which to make or obtain would not have have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by the Purchaser of this Agreement, or any Ancillary Agreement to which the Purchaser is a party, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser with any of the provisions hereof will or thereof shall 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) the articles Organizational Documents of incorporation of the Purchaser, ; (ii) any material Agreement Contract or Permit to which the Purchaser is a party or by which Purchaser or its any of the properties or assets of the Purchaser are bound, ; (iii) any and Order of any Governmental Body applicable to the Purchaser or by which any of the properties or assets of the Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflictsitems that, violationsindividually or in the aggregate, defaults, terminations or cancellations that would not have have, or reasonably be expected to have, a material adverse effect on the ability of the Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of the Purchaser in connection with the execution and delivery of this Agreement, or the compliance by other Ancillary Agreement to which the Purchaser with any of the provisions hereof, is a party or the consummation by the Purchaser of the transactions contemplated herebyhereby or thereby, except for compliance with the applicable requirements of the HSR Act and except such the rules and regulations promulgated thereunder and any other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectapplicable Antitrust Laws.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 6.3 hereto, none of the execution and delivery and performance by Purchaser of this AgreementAgreement and of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by 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, under any provision of (i) the articles certificate of incorporation and by-laws of Purchaser, ; (ii) any material Agreement Contract, or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound, party; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound Purchaser; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 6.3 hereto, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement, Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (ai) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letter, none None of the execution and delivery and performance by Purchaser the Borrower of this Agreement, the consummation of the transactions contemplated hereby, or the compliance by Purchaser the Borrower with any of the provisions hereof 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 (iA) the articles of incorporation of Purchaser, Borrower Organizational Documents; (iiB) any material Agreement contract or Permit permit to which Purchaser the Borrower is a party or by which Purchaser or its properties or assets are bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser the Borrower are bound; (C) any order of any Governmental Authority applicable to the Borrower or by which any of the properties or assets of the Borrower are bound or (ivD) any applicable Applicable Law, other than, in the case of clauses clause (ii), (iii) and (ivB), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effectmaterial adverse effect on the Borrower’s ability to perform its obligations under this Agreement. (bii) Except as set for in Section 7.3(b) of Purchaser Disclosure Letter, no No consent, waiver, approval, Orderorder, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser the Borrower in connection with the execution and delivery of this Agreement, the compliance by Purchaser the Borrower with any of the provisions hereof, or the consummation of the transactions contemplated hereby, and or the taking by the Borrower of any other action contemplated hereby, except for such other consents, waivers, approvals, Ordersorders, Permits permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effectmaterial adverse effect on the Borrower’s ability to perform its obligations under this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3(a), none of the execution and delivery and performance by Purchaser the Company of this AgreementAgreement or the Company Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the 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) the articles certificate of incorporation and by-laws of Purchaser, the Company; (ii) any material Agreement Contract, or Permit to which Purchaser the Company is a party or by which Purchaser or its any of the properties or assets of the Company are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Company or by which any of the properties or assets of Purchaser the Company are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations cancellations, that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth 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 is required on the part of Purchaser the Company in connection with the execution and delivery of this Agreement, Agreement or the Company Documents or the compliance by Purchaser the Company with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, or the transfer of any Asset to Purchaser except for (i) compliance with the requirements of the HSR Act, if applicable, and except (ii) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Purchaser Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3(a), none of the execution and delivery and performance by Purchaser the Company of this AgreementAgreement or the Company Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser the 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) the articles organizational documents of incorporation of Purchaser, the Company or any Subsidiary; (ii) any material Agreement Contract or Permit to which Purchaser the Company or any Subsidiary is a party or by which Purchaser or its any of the material properties or assets of the Company or any Subsidiary are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser the Company or any Subsidiary or by which any of the properties or assets of Purchaser the Company or any Subsidiary are bound bound; or (iv) any applicable Law, other than, in the case violation of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations which has or cancellations that would not may have a Purchaser Material Adverse Effectmaterial impact on the business of the Company or any of its Subsidiaries. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 5.3(b), no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser the Company or any Subsidiary in connection with the execution and delivery of this Agreement, Agreement or the Company Documents or the compliance by Purchaser the Company with any of the provisions hereofhereof or thereof, or the consummation of the transactions contemplated herebyhereby or thereby, and except such other consents, waivers, approvals, Orders, Permits or authorizations for compliance with the failure applicable requirements of which to obtain would not have a Purchaser Material Adverse Effectany Law enforced by any Governmental Antitrust Entity regarding preacquisition notifications for the purpose of competition reviews.

Conflicts; Consents of Third Parties. (a) Except as set forth in Section 7.3(a) of the Purchaser Disclosure Letteron Schedule 5.3 hereto, none of the execution and delivery and performance by Purchaser or Zedi of this AgreementAgreement or of any of the Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Purchaser or Zedi 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, under any provision of (i) the articles Certificate of incorporation Incorporation and Bylaws or comparable organizational documents of Purchaser, Purchaser or Zedi; (ii) any material Agreement Contract or material Permit to which either Purchaser or Zedi is a party or by which Purchaser or its any of the properties or assets of either Purchaser or Zedi are bound, ; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Purchaser Material Adverse Effect. (b) Except as set for in Section 7.3(b) of Purchaser Disclosure Letterforth on Schedule 5.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of either Purchaser or Zedi in connection with the execution and delivery of this AgreementAgreement or the Purchaser Documents, the compliance by Purchaser or Zedi with any of the provisions hereofhereof or thereof, the consummation of the transactions contemplated hereby, and except for such other consents, waivers, approvals, Orders, Permits Permits, authorizations, declarations, filings or authorizations notifications that, if not obtained, made or given, would not, individually or in the failure of which to obtain would not aggregate, have a material adverse effect on the ability of Purchaser Material Adverse Effectto consummate the transactions contemplated by this Agreement.