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

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the execution and delivery by Newco, REG or Purchaser of this Agreement and of the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser with any of the provisions hereof or thereof will conflict with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents of Newco, REG or Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser is a party or by which any of the properties or assets of Newco, REG or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Parent Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the execution and delivery by NewcoParent, REG or Purchaser MergerLLC of this Agreement and of the Purchaser MergerLLC Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by NewcoParent, REG and Purchaser MergerLLC with any of the provisions hereof or thereof will conflict with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of NewcoParent, REG or Purchaser MergerLLC 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 Newco Parent, REG or Purchaser MergerLLC under any provision of (i) the Organizational Documents of NewcoParent, REG or PurchaserMergerLLC; (ii) any Contract or Permit to which NewcoParent, REG or Purchaser MergerLLC is a party or by which any of the properties or assets of NewcoParent, REG or Purchaser MergerLLC are bound; (iii) any Order of any Governmental Authority applicable to NewcoParent, REG or Purchaser MergerLLC or by which any of the properties or assets of NewcoParent, REG or Purchaser MergerLLC are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of NewcoParent, REG or Purchaser MergerLLC in connection with (i) the execution and delivery of this Agreement or the Purchaser MergerLLC Documents, the compliance by NewcoParent, REG or Purchaser MergerLLC with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by NewcoParent, REG or Purchaser MergerLLC of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of NewcoParent, REG or PurchaserMergerLLC, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to NewcoParent, REG or PurchaserMergerLLC.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery by Newco, REG or Purchaser the Sellers of this Agreement and of or the Purchaser Sellers Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Sellers with any of the provisions hereof or thereof will 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under the Company under, any provision of (i) the Organizational Documents certificate of Newco, REG or Purchaserincorporation and bylaws of the Company; (ii) any Contract or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG Business or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Business or the Company, REG or Purchaser or by which any of the properties or assets of Newcothe Business, REG or Purchaser are boundthe Company as of 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 a Material Adverse Effect, (b) No Other than as set forth in Section 4.3 of the Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser the Company in connection with (i) the execution and delivery of this Agreement or the Purchaser Sellers Documents, the compliance by Newco, REG or Purchaser the Sellers with any of the provisions hereof hereof, or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement, the Assignment and Assumption Agreement, the Indemnity Agreement and of the Purchaser Documents, the consummation of the transactions contemplated hereby or and thereby, or the compliance by Newco, REG and Purchaser the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the to loss of a any material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco the Company, the Purchased Companies or Purchaser any of their Subsidiaries under any provision of (i) the Organizational Documents articles of Newcoassociation and comparable organizational documents of the Company, REG the Purchased Companies or Purchaserany of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Contract Material Contract, or material Permit to which Newcothe Company, REG any of the Purchased Companies or Purchaser any of their Subsidiaries is a party or by which any of the properties or assets of Newcothe Company, REG the Purchased Companies or Purchaser any of their Subsidiaries are bound; (iii) any Order of any court, Governmental Authority Body or arbitrator applicable to Newcothe Company, REG the Purchased Companies or Purchaser any of their Subsidiaries; or by which any of the properties or assets of Newcothe Company, REG the Purchased Companies or Purchaser are boundany of their Subsidiaries as of the date hereof; or and (iv) any applicable LawLaw (other than Antitrust Laws). (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newcothe Company, REG the Purchased Companies or Purchaser any of their Subsidiaries in connection with (i) the execution and delivery of this Agreement, the Assignment and Assumption Agreement, the Indemnity Agreement or the Purchaser Documentscompliance by the Company, the compliance by Newco, REG Purchased Companies or Purchaser any of their Subsidiaries with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and or thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any material Permit or material Contract of the Company, the Purchased Companies or Permit any of Newco, REG or Purchasertheir Subsidiaries, except for (ai) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the "HSR Act Act"); (ii) the filing with the United States Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Shareholders Meeting (as amended or supplemented from time to time, the "Company Proxy Statement") and (cB) such other consentsreports under Section 13(a), waivers13(d), approvals15(d) or 16(a) of the Securities Exchange Act of 1934, Ordersas amended (the "Exchange Act"), Permits, authorizations, declarations, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (iii) filings or notifications that, if not obtained, made or given, would not, individually or in with and approvals of the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserNasdaq National Market; and (iv) filings under Antitrust Laws.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery by Newco, REG the Seller or Purchaser representative of this Agreement and of or the Purchaser Seller’s Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Seller with any of the provisions hereof or thereof will 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under the Company under, any provision of (i) the Organizational Documents certificate of Newco, REG or Purchaserincorporation and bylaws of the Company; (ii) any Contract or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG Business or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Business or the Company, REG or Purchaser or by which any of the properties or assets of Newcothe Business, REG or Purchaser are boundthe Company as of 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 a Material Adverse Effect. (b) No Other than as set forth in Section 4.3 of the Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser the Company in connection with (i) the execution and delivery of this Agreement or the Purchaser Sellers Documents, the compliance by Newco, REG or Purchaser the Seller with any of the provisions hereof hereof, or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.44.3(a), and assuming subject to the filings referred to in Sections 5.4(b)(i) & (ii) are madeexpiration or termination of the waiting period under the HSR Act, none of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser Company Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Company 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, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company to make any payment under, or to the increasedincrease, additional, accelerated accelerate or guaranteed guarantee any rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Newco the Company and the Subsidiaries, in each case, under or Purchaser under pursuant to, as applicable, any provision of (i) the Organizational Documents Articles of Newco, REG Incorporation and Bylaws or Purchasercomparable organizational documents of the Company and the Subsidiaries; (ii) any Contract or Permit to which Newco, REG or Purchaser is the Company and the Subsidiaries are a party or by which any of the properties or assets of Newco, REG or Purchaser the Company and the Subsidiaries are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG the Company and the Subsidiaries or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are boundthe Company and the Subsidiaries; or (iv) any applicable Law. (b) No Except as set forth on Schedule 4.3(b) and 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 Authority Body is required on the part of Newco, REG or Purchaser the Company and the Subsidiaries in connection with (i) the execution and delivery of this Agreement or the Purchaser Company Documents, the compliance by Newco, REG or Purchaser the Company and the Subsidiaries with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act Company and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSubsidiaries.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made5.3(b), none of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement and of or the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or therebythereby by Seller, or the compliance by Newco, REG and Purchaser Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser Seller 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 Newco or Purchaser Purchased Assets under any provision of (i) the Organizational Documents Seller’s Articles of NewcoOrganization or Fifth Amended and Restated Limited Liability Company Operating Agreement, REG or Purchaseras amended; (ii) any Material Contract or Permit to which Newco, REG or Purchaser Seller is a party or by which any of the properties or assets of Newco, REG or Purchaser Purchased Assets are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser Seller or by which any of the properties or assets of Newco, REG or Purchaser Purchased Assets are bound; or (iv) any applicable Law. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG or Purchaser Seller with any of the provisions hereof or and thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser Seller of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserPurchased Contract.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newcoany Seller, REG the Company or Purchaser the Subsidiaries of this Agreement and of or the Purchaser DocumentsSeller Documents (as applicable), the consummation of the transactions contemplated hereby or thereby, or the compliance by Newcoany Seller, REG and Purchaser the Company or the Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newcoany Seller, REG the Company or Purchaser the Subsidiaries 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 Newco any Seller, the Company or Purchaser under any of the Subsidiaries under, any provision of (i) the Organizational Documents articles of Newcoassociation, REG certificate of incorporation and by-laws or Purchasercomparable organizational documents of any Seller, the Company or any of the Subsidiaries; (ii) any Contract Contract, or Permit to which Newcoany Seller, REG the Company or Purchaser any of the Subsidiaries is a party or by which any of the properties or assets of Newcoany Seller, REG the Company or Purchaser any of the Subsidiaries are bound; (iii) any Order of any Governmental Authority Body applicable to Newcoany Seller, REG the Company or Purchaser any of the Subsidiaries or by which any of the properties or assets of Newcoany Seller, REG the Company or Purchaser are boundany of the Subsidiaries; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newcoany Seller, REG the Company or Purchaser any of the Subsidiaries in connection with (i) the execution and delivery of this Agreement or and the Purchaser Seller Documents, the compliance by Newcoany Seller, REG the Company or Purchaser any of the Subsidiaries with any of the provisions hereof or thereofhereof, (ii) the consummation of the transactions contemplated hereby and thereby hereby, or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, Company or any of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSubsidiaries.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement, the Assignment and Assumption Agreement, the Indemnity Agreement and of the Purchaser Documents, the consummation of the transactions contemplated hereby or and thereby, or the compliance by Newco, REG and Purchaser the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the to loss of a any material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco the Company, the Purchased Companies or Purchaser any of their Subsidiaries under any provision of (i) the Organizational Documents articles of Newcoassociation and comparable organizational documents of the Company, REG the Purchased Companies or Purchaserany of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Contract Material Contract, or material Permit to which Newcothe Company, REG any of the Purchased Companies or Purchaser any of their Subsidiaries is a party or by which any of the properties or assets of Newcothe Company, REG the Purchased Companies or Purchaser any of their Subsidiaries are bound; (iii) any Order of any court, Governmental Authority Body or arbitrator applicable to Newcothe Company, REG the Purchased Companies or Purchaser any of their Subsidiaries; or by which any of the properties or assets of Newcothe Company, REG the Purchased Companies or Purchaser are boundany of their Subsidiaries as of the date hereof; or and (iv) any applicable LawLaw (other than Antitrust Laws). (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newcothe Company, REG the Purchased Companies or Purchaser any of their Subsidiaries in connection with (i) the execution and delivery of this Agreement, the Assignment and Assumption Agreement, the Indemnity Agreement or the Purchaser Documentscompliance by the Company, the compliance by Newco, REG Purchased Companies or Purchaser any of their Subsidiaries with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and or thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any material Permit or material Contract of the Company, the Purchased Companies or Permit any of Newco, REG or Purchasertheir Subsidiaries, except for (ai) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act Act”); (ii) the filing with the United States Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the Company Shareholders Meeting (as amended or supplemented from time to time, the “Company Proxy Statement”) and (cB) such other consentsreports under Section 13(a), waivers13(d), approvals15(d) or 16(a) of the Securities Exchange Act of 1934, Ordersas amended (the “Exchange Act”), Permits, authorizations, declarations, as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (iii) filings or notifications that, if not obtained, made or given, would not, individually or in with and approvals of the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserNasdaq National Market; and (iv) filings under Antitrust Laws.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG Parent or Purchaser Merger Sub of this Agreement and of or the Purchaser Parent Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser Parent or Merger Sub with any of the provisions hereof or thereof has conflicted with or will conflict with, or has resulted in or will result in violation of or default (with or without notice or lapse of time, or both) any breach or violation of or default or adverse modification of any terms under, or give rise to a right of terminationacceleration, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person underobligation, or result in the creation of any Liens Lien upon any of the properties or assets of Newco or Purchaser under under, any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws of Parent or PurchaserMerger Sub; (ii) any Contract or Permit to which Newco, REG Parent or Purchaser Merger Sub is a party or by which any of the properties or assets of Newco, REG Parent or Purchaser Merger Sub are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG Parent or Purchaser Merger Sub or by which any of the properties or assets of Newco, REG Parent or Purchaser Merger Sub are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such items that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, to any Person (under Contract or otherwise) or Governmental Authority Body is required on the part of Newco, REG Parent or Purchaser Merger Sub in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, Parent Documents or the compliance by Newco, REG or Purchaser Parent and Merger Sub with any of the provisions hereof or thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (ai) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and any other applicable Antitrust Laws, (cii) as may be required by any applicable federal or state securities or “blue sky” laws, or (iii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, declarations or filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect with respect material adverse effect on the ability of Parent or Merger Sub to Newco, REG or Purchaserconsummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser of this Agreement and of or the Purchaser Documents, the consummation of the transactions contemplated hereby or therebythereby by Purchaser, or the compliance by Newco, REG and Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents certificate of Newco, REG or formation and operating agreement of Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser is a party or by which any of the properties or assets of Newco, REG or Purchaser are bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii), and (iv) above, (1) matters specifically described in this Agreement and (2) such conflicts, violations, breaches, defaults, rights of termination, cancelation, or acceleration, losses of material benefits under, obligations to make payments under, increased, additional, accelerated or guaranteed rights or entitlements that would not, individually or in the aggregate, be expected to have a material adverse effect on Purchaser. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, other than (1) matters specifically described in this Agreement and (2) such conflicts, violations, breaches, defaults, rights of termination, cancelation, or (iii) the continuing validity and effectiveness immediately following the Closing acceleration, losses of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required material benefits under, and compliance with other applicable requirementsobligations to make payments under, of the Securities Act and the Exchange Act and applicable state securities laws and regulationsincreased, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consentsadditional, waivers, approvals, Orders, Permits, authorizations, declarations, filings accelerated or notifications that, if not obtained, made guaranteed rights or given, entitlements that would not, individually or in the aggregate, be expected to have a Material Adverse Effect with respect to Newco, REG or material adverse effect on Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4The execution, and assuming delivery and, in the filings referred to in Sections 5.4(b)(i) & (ii) are made, none case of the execution Parent Notes and delivery the New Indenture, issuance by NewcoParent, REG of this Agreement, the Parent Notes and the New Indenture and each other agreement, document or instrument contemplated hereby or thereby to which Parent or Purchaser of this Agreement and of the Purchaser Documentsis a party, the consummation of the transactions contemplated hereby or and thereby, or the compliance by Newco, REG and Parent or Purchaser with any of the provisions hereof or thereof will do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, termination or cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws or comparable organizational documents of Parent or Purchaser; (ii) any Contract or Permit to which Newco, REG Parent or Purchaser is a party or by which any of the properties or assets of Newco, REG Parent or Purchaser are bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG Parent or Purchaser or by which any of the properties or assets of Newco, REG Parent or Purchaser are boundas of 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 reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG Parent or Purchaser in connection with (i) the execution and delivery of this Agreement Agreement, the Parent Notes and the New Indenture and each other agreement, document or the instrument contemplated hereby or thereby to which Parent or Purchaser Documentsis a party, the compliance by Newco, REG Parent or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or thereby, the taking by Newco, REG Parent or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (ai) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (cii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or notifications that, if not obtained, made or givenmake, would notnot reasonably be expected to have, individually or in the aggregate, have a Purchaser Material Adverse Effect with respect to Newco, REG or PurchaserEffect.

Conflicts; Consents of Third Parties. (a) a. Except as set forth on Newco in Section 4.3(a) of the Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeSchedule, none of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of the Purchaser or Company Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Company with any of the provisions hereof or thereof will (i) conflict with, or result in any violation or breach of the terms, conditions, or provisions of, (ii) constitute a default (with or without notice or lapse of time, or both) under, (iii) result in the creation of any Encumbrance upon any assets of the Company or any of the Subsidiaries or the Company Group Shares or the ownership interests of any of the Company’s Subsidiaries pursuant to, or (iv) give rise to a penalty, right of termination, cancellation cancellation, or acceleration of any obligation or the loss of a material benefit under, any provision of: (A) any organizational or give rise to any obligation governing document of Newco, REG the Company or 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 Newco or Purchaser under any provision of (i) the Organizational Documents of Newco, REG or PurchaserSubsidiaries; (iiB) any Contract or Permit to which Newco, REG the Company or Purchaser any of the Subsidiaries is a party or by which any of the properties or assets of Newco, REG the Company or Purchaser any of the Subsidiaries are bound; (iiiC) any Order of any Governmental Authority applicable to Newco, REG the Company or Purchaser any of the Subsidiaries or by which any of the properties or assets of Newco, REG the Company or Purchaser any of the Subsidiaries are bound; or (ivD) any applicable LawApplicable Laws. (b) b. No consent, waiver, approval, Order, Permit Permit, exemption, or other action by or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser any of the Subsidiaries in connection with (i) the execution and delivery of this Agreement or the Purchaser Documentsany Company Document, respectively, the compliance by Newco, REG or Purchaser the Company with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company or Permit any of Newco, REG or Purchaserthe Subsidiaries, except for (aas set forth in Section 4.3(b) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserDisclosure Schedule.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser IWM of this Agreement and of or the Purchaser IWM Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser IWM 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser IWM 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 Newco or Purchaser under IWM under, any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws or Purchasercomparable organizational documents of IWM or any of its Subsidiaries; (ii) any Contract Contract, or Permit to which Newco, REG IWM or Purchaser any of its Subsidiaries is a party or by which any of the properties or assets of Newco, REG IWM or Purchaser any of its Subsidiaries are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG IWM or Purchaser any of its Subsidiaries or by which any of the properties or assets of Newco, REG IWM or Purchaser are boundany of its Subsidiaries; or (iv) any applicable Law. (b) No Except for certain filings with any Governmental Body set forth in Disclosure 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 Authority Body is required on the part of Newco, REG IWM or Purchaser any of its Subsidiaries in connection with (i) the execution and delivery of this Agreement or Agreement, the Purchaser IWM Documents, respectively, the compliance by Newco, REG or Purchaser IWM with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of IWM or Permit any of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserits Subsidiaries.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Seller Entities of this Agreement and or any of the Purchaser other Seller Documents, the consummation by the Seller Entities of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Seller Entities with any of the provisions hereof or thereof will conflict with, or (i) result in any violation of the certificate of incorporation or by-laws or comparable organizational documents of any Seller Entity or BPP; (ii) result in a violation of any Order of any Governmental Body applicable to any Seller Entity or BPP or by which any of the properties or assets of any Seller Entity or BPP are bound; (iii) result in a violation of any Law applicable to any Seller Entity or BPP; or (iv) other than as set forth on Schedule 5.3(a) hereof, (A) result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG any Seller Entity or Purchaser BPP to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or (B) result in the creation of any Liens upon the BPP Stock, any of the properties Transferred Assets or assets any of Newco or Purchaser under the BPP Retained Assets under, any provision of any (ix) the Organizational Documents of NewcoContract, REG or Purchaser; (iiy) any Contract or Permit to which Newco, REG any Seller Entity or Purchaser BPP is a party or by which BPP, the BPP Stock, any of the properties Transferred Assets or assets of Newco, REG or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser BPP Retained Assets are bound; or (iv) any applicable Law. (b) No consentExcept as set forth on Schedule 5.3(b), waiverSection 5.17 and Article XI, approvalthe execution, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on delivery and performance by the part of Newco, REG or Purchaser in connection with (i) the execution and delivery Seller Entities of this Agreement or and the Purchaser other Seller Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) and the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, require no action by or (iii) the continuing validity and effectiveness immediately following the Closing of in respect of, or filing with any Contract Governmental Body, by any Seller Entity or Permit of Newco, REG or Purchaser, BPP except for (aA) the filing compliance with the SEC applicable requirements of the Form S-4 Antitrust Laws and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (bB) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSurface Transportation Board.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming 5.3(a) (the filings referred to in Sections 5.4(b)(i) & (ii) are made“Required Consents”), none of the execution and or delivery by Newco, REG the Seller or Purchaser any of the Principals of this Agreement and or any of the Purchaser other Transaction Documents, the consummation of any of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Seller or any Principal with any of the provisions hereof or thereof does 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, modification or cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Lien, upon any of the properties or assets of Newco or Purchaser under Purchased Assets under, any provision of (i) the Organizational Documents articles of Newco, REG organization or Purchaseroperating agreement of the Seller or similar organizational documents of any of the Principals (as applicable); (ii) to the Knowledge of the Seller, any Contract or Permit to which Newcothe Business, REG the Seller or Purchaser any Principal is a party or by which the Seller, any Principal or any of the properties or assets of Newco, REG or Purchaser are Purchased Assets is bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Business, REG the Seller or Purchaser any Principal or by which the Seller, any Principal or any of the properties or assets of Newco, REG or Purchaser are Purchased Assets is bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Seller or Purchaser any Principal in connection with (i) the execution and execution, delivery or performance of this Agreement or any of the Purchaser other Transaction Documents, the compliance by Newco, REG or Purchaser the Seller and the Principals with any of the provisions hereof or thereof, (ii) or the consummation of any of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or the Purchaser of this Agreement and of or the Purchaser Documentsother Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or the 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 Newco or the Purchaser under any provision of (i) the Organizational Documents Certificate of Newco, REG Incorporation and bylaws or comparable organizational documents of the Purchaser; (ii) any Contract Contract, or Permit to which Newco, REG or the Purchaser is a party Party or by which any of the properties or assets of Newco, REG or the Purchaser are bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG or the Purchaser or by which any of the properties or assets of Newco, REG or the Purchaser are boundas of the date hereof; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG or the Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, any other Transaction Document to which it is a party or the compliance by Newco, REG or the Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or thereby, or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in compliance with the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserapplicable provisions of the Communications Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery by Newco, REG or Purchaser each of Seller and NRF OP SPV of this Agreement and the Transaction Documents to which it is a party, the performance by each of Seller and NRF OP SPV of this Agreement and the Purchaser DocumentsTransaction Documents to which it is a party in accordance with their respective terms, and the consummation of the transactions contemplated hereby or therebyTransactions, or the compliance by Newcodo not and will not, REG and 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, time or both) under, or give rise to a right of termination, cancellation or acceleration of any material contractual obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Lien upon any of the properties Purchased Interests or assets of Newco or Purchaser under any provision of material Properties under: (i) the Organizational Documents of NewcoSeller, REG NRF OP SPV, JV, JV OpCo, Newco or Purchaser; the Company or any of its Subsidiaries; (ii) any Contract or Permit to which NewcoSeller, REG NRF OP SPV, JV, JV OpCo, Newco or Purchaser the Company or any of its Subsidiaries is a party or by which any of the properties or assets of Newco, REG or Purchaser are otherwise bound; or (iii) any Order of any Governmental Authority Law applicable to NewcoSeller, REG NRF OP SPV, JV, JV OpCo, Newco or Purchaser the Company or by which any of its Subsidiaries, except, in the properties case of (ii) and (iii) where such conflict, violation, breach or assets default, would not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of NewcoSeller, REG NRF OP SPV, JV, JV OpCo, Newco or Purchaser the Company to perform their respective obligations under this Agreement or the Transaction Documents to which they are bound; or (iv) any applicable Lawa party. (b) No Except as set forth 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 Authority Entity (a “Governmental Approval”) is required on the part of Newco, REG Seller or Purchaser any of its Affiliates (other than the Company or any of its Subsidiaries) in connection with (i) the execution and delivery by Seller and NRF OP SPV of this Agreement or the Purchaser Documents, the compliance by Newco, REG Transaction Documents to which they are a party or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby Transactions by Seller and thereby its Affiliates (other than the Company or the taking by Newco, REG or Purchaser any of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaserits Subsidiaries), except for (a) any such Governmental Approval, the filing with the SEC failure of the Form S-4 and other filings required underwhich to make or obtain would not have, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may would not reasonably be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would notexpected to have, individually or in the aggregate, have a Material Adverse Effect with respect material adverse effect on the ability of Seller or NRF OP SPV to Newco, REG perform their respective obligations under this Agreement or Purchaserthe Transaction Documents to which they are a party.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made5.3(a), none of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement or by Seller and the Selling Subsidiaries of the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG Seller and Purchaser the Selling Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG Seller or Purchaser the Selling Subsidiaries 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 Newco Seller or Purchaser the Selling Subsidiaries under any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws or Purchasercomparable organizational documents of Seller or any Selling Subsidiary; (ii) any Contract or Permit to which Newco, REG Seller or Purchaser any Selling Subsidiary is a party or by which any of the properties or assets of Newco, REG Seller or Purchaser any Selling Subsidiary are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG Seller or Purchaser any Selling Subsidiary or by which any of the properties or assets of Newco, REG Seller or Purchaser any Selling Subsidiary are bound; or (iv) any applicable Law. (b) No Except as set forth in Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG Seller or Purchaser any Selling Subsidiary in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance and performance by Newco, REG Seller or Purchaser any Selling Subsidiary with any of the provisions hereof or and thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG Seller or Purchaser any Selling Subsidiary of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaser.other

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser of this Agreement and of or the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG 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, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser to make any payment under, or to the increased, additional, 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 Newco or Purchaser under any provision of (i) the Organizational Documents certificate of Newcoformation and limited liability company agreement of Purchaser, REG or Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser is a party or by which any of the Purchaser or its properties or assets of Newco, REG are bound or Purchaser are bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and or thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) for Purchaser to conduct the continuing validity Business from and effectiveness immediately following after the Closing of any Contract or Permit of Newco, REG or PurchaserDate, except for (ai) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (cii) such other any immaterial consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserand notifications.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made5.3(a), none of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement and of the Purchaser DocumentsAgreement, the consummation of the transactions contemplated hereby or therebyhereby, or the compliance by Newco, REG and Purchaser Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser Seller 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 Newco or Purchaser Property under any provision of (i) the Organizational Documents trust agreement of Newco, REG or Purchaserany Seller; (ii) any Contract or Permit to which Newco, REG or Purchaser Seller is a party or by which any of the properties or assets of Newco, REG or Purchaser are Property is bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser Seller or by which any of the properties or assets of Newco, REG or Purchaser are Property is bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG or Purchaser Seller with any of the provisions hereof or and thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser Seller of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSeller.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser of this Agreement and of the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser with any of the provisions hereof or thereof will conflict with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco REG or Purchaser under any provision of (i) the Organizational Documents of Newco, REG or Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser is a party or by which any of the properties or assets of Newco, REG or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser Documentsother Transaction Documents to which it is a party, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser the Company under any provision of (i) the Organizational Documents Amended and Restated Certificate of Newco, REG Incorporation and bylaws or Purchasercomparable organizational documents of the Company or any Subsidiary; (ii) any Contract Contract, or Permit to which Newco, REG the Company or Purchaser any Subsidiary is a party Party or by which any of the properties or assets of Newco, REG the Company or Purchaser any Subsidiary are bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG the Company or Purchaser any Subsidiary or by which any of the properties or assets of Newco, REG the Company or Purchaser are boundany Subsidiary as of the date hereof; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG the Company or Purchaser any Subsidiary in connection with (i) with the execution and delivery of this Agreement or the Purchaser Documents, any other Transaction Document to which it is a party or the compliance by Newco, REG or Purchaser the Company with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or thereby, or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing closing of any Permit or Contract of the Company or Permit of Newco, REG or Purchaserany Subsidiary, except in each case for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and compliance with the applicable provisions of the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaser"Communications Act").

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made4.3(a), none of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser Company Documents, the consummation by the Company of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Company with any of the provisions hereof or thereof will (i) conflict with, or (ii) result in any violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or (iii) give rise to a right of termination, cancellation or acceleration of any obligation or the to loss of a material benefit under, or (iv) give rise to any obligation of Newco, REG or Purchaser the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or (v) result in the creation of any Liens (other than Permitted Exceptions) upon any of the properties or assets of Newco or Purchaser under Company under, any provision of (iA) the Organizational Documents certificate of Newco, REG incorporation or Purchaserby-laws of the Company; (iiB) any Contract Specified Contract, or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG or Purchaser the Company are bound; (iiiC) subject to compliance with the requirements specified in clauses (A) and (B) of Section 4.3(b), any Order of any Governmental Authority applicable to Newco, REG the Company or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are boundthe Company; or (ivD) subject to compliance with the requirements specified in clauses (A) and (B) of Section 4.3(b), any applicable Law, except, in the case of clauses (B), (C) and (D) of this Section 4.3(a), as would not reasonably be expected to be material to the Company. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser the Company in connection with (i) the execution and delivery of this Agreement or Agreement, the Purchaser Company Documents, respectively, or the compliance by Newco, REG or Purchaser the Company with any of the provisions hereof contemplated hereby and thereby, or thereof, (ii) the consummation by the Company of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser the Company of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaserthe Company, except (in the case of each of the foregoing clauses (i) and (ii)) for (aA) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act Antitrust Laws, and (cB) satisfaction of the CFIUS Condition and (C) such other consents, waivers, approvals, Orders, PermitsPermits or authorizations of, authorizationsor declarations or filings with, declarations, filings or notifications thatwhich, if not obtained, made obtained or givenmade, would not, individually or in not reasonably be expected to be material to the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG Purchaser or Purchaser Euronext of this Agreement and or, in the case of Purchaser, the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser or Euronext with any of the provisions hereof or or, in the case of Purchaser, thereof will (i) conflict with, or (ii) result in any violation of or default (with or without notice or lapse of time, or both) under, or (iii) give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or (iv) give rise to any obligation of Newco, REG or Purchaser such party to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or (v) result in the creation of any Liens (other than Permitted Exceptions) upon any of the properties or assets of Newco or Purchaser such party under any provision of (iA) the Organizational Documents certificate of Newco, REG incorporation or Purchaserby-laws or comparable organizational documents of Purchaser or Euronext; (iiB) any Contract material Contract, or Permit to which Newco, REG Purchaser or Purchaser Euronext is a party or by which any of the properties or assets of Newco, REG Purchaser or Purchaser Euronext are bound; (C) subject to compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 5.3(b), any Order of any Governmental Authority applicable to Newco, REG or Purchaser such party or by which any of the properties or assets of Newco, REG or Purchaser such party are bound; or (ivD) subject to compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 5.3(b), any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG Purchaser or Purchaser Euronext in connection with the execution and delivery of this Agreement or, in the case of Purchaser, the Purchaser Documents or the compliance by Purchaser or Euronext with any of the provisions hereof or, in the case of Purchaser, thereof, or the consummation by Purchaser of the transactions or the taking by Purchaser or Euronext of any other action contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the Antitrust Laws, (ii) satisfaction of the CFIUS Condition, (iii) if applicable, issuance of the statement of non-objection by Euronext College of Regulators in connection with the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (civ) such other consents, waivers, approvals, Orders, PermitsPermits or authorizations of, authorizationsor declarations or filings with, declarations, filings or notifications thatwhich, if not obtained, made obtained or givenmade, would not, individually not reasonably be expected to be material to Purchaser or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserEuronext.

Conflicts; Consents of Third Parties. (a) Except as Assuming the receipt of the FCC Consent, the expiration of the waiting period under the HSR Act and the consents set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeSection 5.A.3(b), none of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and or the Company Documents, or, in the event of the Purchaser Documentstermination of the XM Agreement, the consummation of the Acquisitions and the transactions contemplated hereby or therebypursuant to the Company Documents, or the compliance by Newco, REG and Purchaser the Company with any of the provisions hereof or thereof will conflict with, give rise to loss of a material benefit under, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 upon, the WCS Spectrum Licenses or any of the other properties or assets of Newco Company or Purchaser either Company Subsidiary under any provision of (i) the Organizational Documents of Newco, REG the Company or Purchasereither Company Subsidiary; (ii) the XM Agreement; (iii) any Contract Company Intellectual Property, Contract, WCS Spectrum License or any Permit to which Newco, REG the Company or Purchaser either Company Subsidiary is a party or by which any of the properties or assets of Newco, REG the Company or Purchaser either Company Subsidiary are bound; (iiiiv) any Governmental Authorization or Order of any Governmental Authority Body applicable to Newco, REG the Company or Purchaser either Company Subsidiary or by which any of the properties or assets of Newco, REG the Company or Purchaser are boundeither Company Subsidiary; or (ivv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser any Subsidiary in connection with (i) the execution and delivery of this Agreement or the Purchaser Company Documents, the compliance by Newco, REG or Purchaser the Company with any of the provisions hereof or thereofhereof, (ii) or, in the event of the termination of the XM Agreement, the consummation by the Company of the Merger or the other transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any WCS Spectrum License, Permit or Contract of the Company or Permit of Newco, REG or Purchaserany Subsidiary, except for (a) the filing with the SEC of the Form S-4 and other filings required underFCC Consent, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable filing requirements of under the HSR Act and (c) such other consentsthe expiration of the waiting periods thereunder, waivers, approvals, Orders, Permits, authorizations, declarations, and those consents and filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserset forth on Schedule 5.A.3(b).

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4Neither the execution or delivery by the Parent or Subco of this Agreement or any of the other Transaction Documents, nor the performance by the Parent or Subco of its obligations hereunder and assuming thereunder will (i) contravene any provision contained in the filings referred to in Sections 5.4(b)(i) & organizational documents of the Parent or Subco, (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under any judgment, order, decree, law, rule or regulation or other restriction of any Governmental Authority, in each case to which the Parent or Subco is a party or by which the Parent or Subco is bound or to which any of its assets or properties are madesubject, none (iii) violate any Law (including rules and regulations of NASDAQ) applicable to Parent or any of its subsidiaries, (iv) violate or result in a breach (with or without the execution and lapse of time, the giving of notice, or both) of or constitute a default under any material contract to which the Parent or Subco, except, in the case of clause (ii), (iii) or (iv) above, to the extent such violations or breach could not reasonably be expected to have a Parent Material Adverse Effect. (b) No notice to, filing with, or authorization, registration, consent or approval of, any Governmental Authority or other Person is necessary for the execution, delivery by Newco, REG or Purchaser performance of this Agreement and of the Purchaser Documents, or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, or thereby by the compliance by Newco, REG Parent and Purchaser with any of the provisions hereof or thereof will conflict with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of Subco other than (i) the Organizational Documents of Newco, REG or Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser is a party or by which any filings of the properties or assets Articles of Newco, REG or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereofMerger, (ii) the consummation filings required under Regulation D of the transactions contemplated hereby and thereby or Securities Act after the taking by NewcoEffective Time, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity filing of a Form 8-K with the SEC and effectiveness immediately following NASDAQ after the Closing of any Contract or Permit of NewcoDate, REG or Purchaser, except for (aiv) the filing of Form S-3 or other registration statements with the SEC for the registration of the Form S-4 and other Merger Consideration after the Effective Time, (v) such filings as may be required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and under applicable state securities laws and regulationsthe securities laws of any foreign county, (bvi) filings which may be required under and compliance by the Development Agreement, (vii) the additional listing application with the applicable requirements of the HSR Act NASDAQ and (cviii) such other consentsnotices, waivers, approvals, Orders, Permitsfilings, authorizations, declarationsregistrations, filings consents or notifications approvals that, if not obtainedobtained or made, made or given, would not, individually or in the aggregate, could not reasonably be expected to have a Parent Material Adverse Effect with respect to Newcoand could not prevent, REG materially alter or Purchaserdelay the Merger.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4Assuming the making of the filings, declarations and assuming notifications and the filings referred to receipt of the consents, waivers, approvals, Orders, Permits, authorizations or waiting period terminations or expirations identified in Sections 5.4(b)(i) & (ii) are madeSection 4.3(b), none of the execution and delivery by NewcoParent, REG Merger Sub I or Purchaser Merger Sub II of this Agreement and of or the Purchaser Documentsother Transaction Agreements to which it is a party, or the consummation of the transactions contemplated hereby or therebyTransaction, or the compliance by Newco, REG and Purchaser with any of the provisions hereof or thereof will conflict conflicts with, violates or result in violation of or constitutes a default (with or without notice or lapse of time, or both) under, or give permits the acceleration, amendment or increase of any obligation under, or gives rise to a right of termination, modification or cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents articles of Newcoincorporation, REG bylaws, limited liability company agreement, partnership agreement or Purchaserother comparable organizational documents, of Parent, Merger Sub I or Merger Sub II or any of their respective Affiliates; (ii) any Contract material Contract, real property lease, or material Permit to which NewcoParent, REG Merger Sub I or Purchaser Merger Sub II or any of their respective Affiliates is a party or by which any of the properties or assets of NewcoParent, REG Merger Sub I or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG Merger Sub II or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser their respective Affiliates are bound; or (iviii) any Law applicable Lawto Parent, Merger Sub I or Merger Sub II or any of their respective Affiliates. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of NewcoParent, REG Merger Sub I or Purchaser Merger Sub II or any of their respective Affiliates in connection with (i) the execution and delivery by Parent, Merger Sub I or Merger Sub II of this Agreement or the Purchaser Documentsother Transaction Agreements to which it is a party, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby Transaction by Parent, Merger Sub I and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or PurchaserMerger Sub II, except for (ai) filings or notifications made in the ordinary course of Parent’s business or (ii) any filing with the SEC or termination of the Form S-4 and waiting period or other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be approval required under and compliance with the applicable requirements of the HSR Act and (c) such the antitrust Laws of any other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserapplicable jurisdiction.

Conflicts; Consents of Third Parties. (a) Except (1) as set forth on Newco Disclosure Schedule 5.4, 4.4(a) and assuming (2) for any consents or approvals already obtained as of the filings referred to in Sections 5.4(b)(i) & (ii) are madedate hereof, none of the execution and delivery by Newco, REG or Purchaser any of the Sellers of this Agreement and of or the Purchaser Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser any of the Sellers with any of the provisions hereof or thereof will (i) violate the Organizational Documents of the Sellers, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any Law, Order or Permit applicable to any of the Sellers or their respective assets or by which any of the Sellers is bound, (iii) contravene, conflict with, breach or result in violation of or violate, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 or permit the termination or cancellation (whether after the giving of notice or the lapse of time or both) of any Liens upon rights or obligations, or result in a loss of any benefit or imposition of the properties or assets of Newco or Purchaser any penalties, under any provision of (i) the Organizational Documents of Newco, REG or Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser any Seller is a party or by which any of the its properties or assets of Newco, REG are subject or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; bound or (iv) result in the creation of or imposition of any applicable LawLiens (other than Liens created by or on behalf of the Purchaser) on the Purchased ADSs. (b) No Except as required by the applicable rules of any stock exchange on which B&B Air, the Purchaser, any Seller or any of their respective Affiliates lists securities, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person Governmental Body or Governmental Authority any self-regulatory organization, is required on the part of Newco, REG or Purchaser the Sellers in connection with (i) the execution and delivery of this Agreement or the Purchaser DocumentsAgreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions contemplated hereby and thereby, (ii) compliance by Newco, REG or Purchaser the Sellers with any of the provisions hereof or thereof, or (iiiii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and in each case other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and than compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserany applicable Antitrust Laws.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery by Newcoeach of JV, REG or Purchaser JV OpCo, Newco and the Company of this Agreement and the Transaction Documents to which it is a party, the performance by each of JV, JV OpCo, Newco and the Purchaser DocumentsCompany of this Agreement and the Transaction Documents to which it is a party in accordance with their respective terms, and the consummation of the transactions contemplated hereby or therebyTransactions, or the compliance by Newcodo not and will not, REG and 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, time or both) under, or give rise to a right of termination, cancellation or acceleration of any material contractual obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Lien upon any of the properties Purchased Interests or assets of Newco or Purchaser under any provision of material Properties under: (i) the Organizational Documents of Newcothe Company, REG JV, JV OpCo, Newco or Purchaser; any of their respective Subsidiaries; (ii) any Contract or Permit to which Newcothe Company, REG JV, JV OpCo, Newco or Purchaser any of their respective Subsidiaries is a party or by which any of the properties or assets of Newco, REG or Purchaser are otherwise bound; or (iii) any Order of any Governmental Authority Law applicable to Newcothe Company, REG JV, JV OpCo, Newco or Purchaser or by which any of their respective Subsidiaries, except, in the properties or assets of Newco, REG or Purchaser are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, case clauses (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract ), where such conflict, violation, breach or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if default would not obtained, made or given, would nothave, individually or in the aggregate, have a Company Material Adverse Effect. (b) No Governmental Approval is required on the part of JV, JV OpCo, Newco, the Company or any of their respective Affiliates in connection with the execution and delivery by Seller, NRF OP SPV, the Company, Newco, JV OpCo and JV of this Agreement or the Transaction Documents to which Seller, NRF OP SPV, the Company, Newco, JV OpCo or JV is a party or the consummation of the Transactions by Seller, NRF OP SPV, the Company, Newco, JV, JV OpCo and their respective Affiliates, except for any such Governmental Approval, the failure of which to make or obtain would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect with respect to or a material adverse effect on the ability of Seller, NRF OP SPV, the Company, Newco, REG JV OpCo or PurchaserJV to perform their respective obligations under this Agreement or the Transaction Documents to which Seller, the Company, Newco, JV OpCo or JV is a party.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Selling Stockholder of this Agreement and of or the Purchaser Selling Stockholder Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws or Purchasercomparable organizational documents of the Company; (ii) any Contract Contract, or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Company or any of the properties or assets of the Company as of the date hereof; or (iv) any applicable Law. (b) None of the execution and delivery by the Selling Stockholder of this Agreement or the Selling Stockholder Documents, REG the consummation of the transactions contemplated hereby or Purchaser thereby, or compliance by 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 certificate of incorporation and by-laws or comparable organizational documents of the Selling Stockholder; (ii) any Contract, or Permit to which the Selling Stockholder is a party or by which any of the properties or assets of Newco, REG the Selling Stockholder is bound; (iii) any Order of any Governmental Body applicable to the Selling Stockholder or Purchaser are by which any of the properties or assets of the Selling Stockholder is bound; or (iv) any applicable Law. (bc) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser the Selling Stockholder in connection with (i) the execution and delivery of this Agreement or the Purchaser Selling Stockholder Documents, the compliance by Newco, REG or Purchaser the Selling Stockholder with any of the provisions hereof hereof, or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG Cherry or Purchaser Newco of this Agreement and of or the Purchaser Cherry Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser Cherry or Newco 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG Cherry or Purchaser Newco 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 Cherry or Newco or Purchaser under under, any provision of (i) the Organizational Documents certificate of Newcoincorporation and by-laws or comparable organizational documents of Cherry, REG Newco or Purchaserany of their Subsidiaries; (ii) any Contract Contract, or Permit to which Newco, REG Cherry or Purchaser any of its Subsidiaries is a party or by which any of the properties or assets of Newco, REG Cherry or Purchaser any of its Subsidiaries are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG Cherry or Purchaser any of its Subsidiaries or by which any of the properties or assets of Newco, REG Cherry or Purchaser are boundany of its Subsidiaries; or (iv) any applicable Law. (b) No Except for certain filings with any Governmental Body set forth in Disclosure 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 Authority Body is required on the part of Newco, REG Cherry or Purchaser any of its Subsidiaries in connection with (i) the execution and delivery of this Agreement or Agreement, the Purchaser Cherry Documents, respectively, the compliance by Newco, REG Cherry or Purchaser Newco with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of Cherry or Permit any of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserits Subsidiaries.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco in Section 3.4 of the Disclosure Schedule 5.4Schedule, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the execution and delivery by Newco, REG or Purchaser of this Agreement and of the Purchaser Documentsother Transaction Documents to which the Companies are a party, the consummation of the transactions contemplated hereby or therebythereby (including the Restructuring and each step thereof), and compliance by the Companies with the provisions hereof or thereof does not and will not, with or without the passage of time or the giving of notice: (a) conflict with, or result in the breach of, any provision of the Governing Documents of any Company; (b) conflict with, violate, result in the breach or termination of, constitute a default under, result in an acceleration of, constitute a change of control under, or create in any party the right to accelerate, terminate, modify or cancel, any Contract to which any Company is a party or by which any Company or its properties or assets are bound, or require a Consent from any Person in order to avoid any such conflict, violation, breach, termination, default or acceleration; (c) violate any Law or any Order by which any Company is bound or which is applicable to its Business; or (d) result in the creation of any Lien other than Permitted Liens upon the properties or assets of any Company. Except as set forth in Section 3.4 of the Disclosure Schedule, no Consent, Order, waiver, declaration or filing with, or notification to any Person, including any Governmental Body, is required to be obtained by or made on the part of any Company; (i) in connection with the execution, delivery and performance of this Agreement, the consummation of the transaction contemplated hereby, or the other Transaction Documents, or the compliance by Newco, REG and Purchaser any of them with any of the provisions hereof or thereof will conflict with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or including the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents of Newco, REG or PurchaserRestructuring and each step thereof); (ii) any Contract or Permit to which Newco, REG or Purchaser is a party or by which any of avoid the properties or assets of Newco, REG or Purchaser are bound; (iii) any Order loss of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, Company; or (iii) to permit each Company to carry on its business, and in the continuing validity and effectiveness immediately following the Closing case of any Contract or Permit each of Cayman Newco, REG or Purchaserto carry on the Business of Seller, except for (a) in each case, as the filing with Business is currently carried on prior to the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserdate hereof.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser Company Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Company 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco the Company or Purchaser under any Subsidiary under, any provision of (i) the Organizational Documents articles of Newco, REG association or Purchasercomparable organizational documents of the Company or any Subsidiary; (ii) any Contract Contract, or Permit to which Newco, REG the Company or Purchaser any Subsidiary is a party or by which any of the properties or assets of Newco, REG the Company or Purchaser are any Subsidiary is bound; (iii) any Order of any Governmental Authority applicable to Newco, REG the Company or Purchaser any Subsidiary or by which any of the properties or assets of Newco, REG the Company or Purchaser are boundany Subsidiary; or (iv) any applicable Law, except in each case where such organizational documents, Contracts, Permits, Orders or Laws are adopted or otherwise take effect after the Closing or where such violation or default arises from actions or omissions by any Person other than the Company or the Sellers. (b) No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser any Subsidiary in connection with (i) the execution and delivery of this Agreement or Agreement, the Purchaser Company Documents, respectively, the compliance by Newco, REG or Purchaser the Company with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company or Permit of Newco, REG or Purchaserany Subsidiary, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orderspermits, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or licenses expressly set forth in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSchedule 4.3(b).

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery and performance by Newco, REG or Purchaser the Seller of this Agreement and each of the Purchaser DocumentsSeller Documents do not, and the consummation by the Seller of the transactions contemplated hereby or therebyand thereby will not, or the compliance by Newcocontravene, REG and Purchaser with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, amendment, modification or acceleration of any obligation rights or the loss of a material benefit obligations under, or give rise to any obligation of Newco, REG or Purchaser the Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, under or result in the creation of any Liens upon any of the properties or assets of Newco or Purchaser the Seller under any provision of (i) the Organizational Documents Certificate of Newco, REG Incorporation or PurchaserBylaws of the Seller as in effect on the Closing Date; (ii) any Contract or Permit to which Newco, REG or Purchaser the Seller is a party or by which any of the properties or assets of Newco, REG or Purchaser the Seller are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser the Seller or by which any of the properties or assets of Newco, REG or Purchaser the Seller are bound; or (iv) any applicable Law. (b) No Except as disclosed in 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 Authority Body is required on the part of Newco, REG or Purchaser the Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Documentsany Seller Document, the compliance by Newco, REG or Purchaser the Seller with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and or thereby or the taking by Newco, REG or Purchaser the Seller of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSeller.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made5.3(a), none of the execution and delivery by Newco, REG or Purchaser Sellers of this Agreement and of or the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser each Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser any Seller 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 Purchased Assets or assets the Israeli Purchased Assets of Newco or Purchaser any Seller under any provision of (i) the Organizational Documents certificate of Newco, REG incorporation or Purchaserbylaws or comparable organizational documents of such Seller; (ii) any Contract Material Contract, Real Property Lease, Personal Property Lease or Permit Seller Permit; (iii) any Order applicable to which Newco, REG or Purchaser is a party such Seller or by which any of the properties or assets of Newco, REG or Purchaser are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are such Seller is bound; or (iv) any material requirement of applicable Law or Environmental Law. (b) No Other than any consents received on or prior to the date hereof and except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser any Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG or Purchaser any Seller with any of the provisions hereof or and thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser any Seller of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaserany Seller.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco in Section 5.4(a) of the Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeSchedule, none of the execution and delivery by Newco, REG or Purchaser any Seller of this Agreement and or of the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser any Seller 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, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser any Seller 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 Newco or Purchaser any Seller under any provision of (i) the Organizational Documents of Newcoany Seller, REG or Purchaser; (ii) any Contract or Permit to which Newco, REG or Purchaser any Seller is a party or by which any of the properties or assets of Newco, REG or Purchaser any Seller are bound; , (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser any Seller or by which any of the properties or assets of Newco, REG or Purchaser any Seller are bound; bound or (iv) any applicable Law. (b) No Except as set forth in Section 5.4(b) of the Disclosure Schedule, no consent, waiver, Order, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser any Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG or Purchaser any Seller with any of the provisions hereof or and thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser any Seller of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (aA) the filing with the SEC of the Form S-4 and other any filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may to be required made under and compliance with the applicable requirements of the HSR Act and (cB) such other consentsany filings related to state tax stamp transfers and/or refunds, waiversconsents to transfer the cigarette inventory and stamping of inventory on behalf of Purchaser, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in each case as set forth in Section 5.4(b) of the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserDisclosure Schedule.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none a. None of the execution and delivery by Newco, REG or Purchaser Noteholder of this Agreement and of or the Purchaser DocumentsAncillary Agreements, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser Noteholder 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 terminationacceleration, termination or cancellation or acceleration of any obligation under, require a consent or waiver under, require the payment of a penalty or increased liabilities or fees or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, under or result in the creation of any Liens lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, sublease, charge, option, right of first refusal, easement, servitude, title defect or objection, hypothecation, transfer restriction or other encumbrance (collectively, “Liens”) upon any of the properties or assets of Newco or Purchaser Noteholder under any provision of (i) the Organizational Documents certificate of Newco, REG or Purchaserformation and limited liability company agreement of Noteholder; (ii) any Contract material contract or Permit material permit to which Newco, REG or Purchaser Noteholder is a party or by which any of the properties or assets of Newco, REG or Purchaser Noteholder are bound; (iii) any Order of any Governmental Authority governmental order, injunction, judgment, decree or ruling applicable to Newco, REG or Purchaser Noteholder or by which any of the properties or assets of Newco, REG or Purchaser Noteholder are bound; or (iv) any applicable Lawlaw, other than, in the case of clauses (ii), (iii) and (iv), such items that would not, individually or in aggregate, reasonably be expected to impair in any material respect the ability of Noteholder to perform its obligations under this Agreement or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (b) b. No consent, waiver, approval, Orderorder, Permit permit or authorization of, or declaration or filing with, or notification to, any Person person or Governmental Authority governmental body (collectively, “Consents”) is required on the part of Newco, REG or Purchaser Noteholder in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, Ancillary Agreements or the compliance by Newco, REG or Purchaser Noteholder with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchaser.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made5.3(a), none of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement or by Seller and the Group Companies (to the extent a party thereto) of the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG Seller and Purchaser the Group Companies with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or default (whether with or without notice or lapse of time, or bothin any combination thereof) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to or increase any obligation of Newco, REG Seller or Purchaser any of the Group Companies 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 Newco Seller or Purchaser any of the Group Companies under any provision of (i) the Organizational Documents limited liability company operating agreement or comparable organizational documents of Newco, REG or Purchaserany of the Group Companies; (ii) any Contract or Permit to which Newco, REG any of Seller or Purchaser any of the Group Companies is a party or by which any of the properties or assets of Newco, REG Seller or Purchaser any of the Group Companies are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG Seller or Purchaser any of the Group Companies or by which any of the properties or assets of Newco, REG Seller or Purchaser any of the Group Companies are bound; or (iv) any applicable Law. (b) No Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG Seller or Purchaser any of the Group Companies in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG Seller or Purchaser any of the Group Companies with any of the provisions hereof or and thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG Seller or Purchaser any of the Group Companies of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Contract entered into by or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserGroup Companies.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement or by Seller and its Subsidiaries of the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG Seller and Purchaser its Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser Purchased Assets under any provision of (i) the Organizational Documents organizational documents of Newco, REG Seller or Purchaserany Subsidiary; (ii) any material Contract or Permit to which Newco, REG Seller or Purchaser any Subsidiary is a party or by which any of the properties or assets of Newco, REG Seller or Purchaser any Subsidiary are bound; (iii) any material Order of any Governmental Authority Body applicable to Newco, REG Seller or Purchaser any Subsidiary or by which any of the material properties or assets of Newco, REG Seller or Purchaser any Subsidiary are bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG Seller or Purchaser any Subsidiary (i) in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG Seller or Purchaser any Subsidiary with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG Seller or Purchaser any Subsidiary of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Material Purchased Contract or Permit of Newco, REG or Purchasermaterial Permit, except for (aA) the filing with the SEC approval of the Form S-4 and other filings required under, and compliance with other applicable requirements, Commissioner of the Securities Act Israel Antitrust Authority (B) the approval of the Investment Center of the Ministry of Industry and Trade of the Exchange Act and applicable state securities laws and regulationsState of Israel (the “Investment Center”), (bC) filings which may be required under and compliance with the applicable requirements approval of the HSR Act and Ministry of Defense (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in including an approval that allows Purchaser to use the aggregate, have a Material Adverse Effect MOD IP after Closing (subject to receipt of specific consent of the MOD with respect to Newcoeach particular customer)), REG or Purchaser(D) the approval of Bank Leumi, and (E) the approvals set forth in Schedule 5.4(b), it being further confirmed that Seller believes that the approval of the Office of the Chief Scientist is not required.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeSCHEDULE 7.3 hereto, none of the execution and delivery by Newco, REG or FRI and Purchaser of this Agreement and of the other Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and FRI or Purchaser with any of the provisions hereof or thereof will applicable to such entity will, (i) violate the certificate of incorporation or by-laws or comparable organizational documents of FRI or Purchaser or (ii) assuming that the consents, waivers, approvals, authorizations, declarations, filings and notifications referred to in SECTION 7.3(b) are duly obtained and made, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents of Newco, REG or Purchaser; (iix) any Contract or Permit to which Newco, REG FRI or Purchaser is a party or by which any of the properties or assets of Newco, REG any FRI or Purchaser are bound; (iiiy) any Order of any Governmental Authority Body applicable to Newco, REG FRI or Purchaser or by which any of the properties or assets of Newco, REG FRI or Purchaser are boundPurchaser; or (ivz) any Law applicable Lawto FRI or Purchaser, except, in the case of clauses (x), (y) and (z), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of FRI or Purchaser to consummate the transactions contemplated by this Agreement. (b) No consent, waiver, approval, Orderlicense, Permit permit, ruling or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG Purchaser or Purchaser FRI in connection with (i) the execution and delivery of this Agreement or the other Purchaser Documents, Documents or the compliance by Newco, REG Purchaser or Purchaser FRI with any of the provisions hereof or thereof, (ii) or the consummation of the transactions contemplated hereby and or thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity ownership and effectiveness immediately operation of the Darby Companies following the Closing of any Contract or Permit of Newco, REG or PurchaserClosing, except for (a) the filing with the SEC approval of the Form S-4 thx Xxxman Islands Monetary Authority and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements Futures Commission of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserHong Kong.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser Company Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Company 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco Company or Purchaser under any Subsidiary under, any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws or Purchasercomparable organizational documents of the Company or any Subsidiary; (ii) any Contract or Permit to which Newco, REG the Company or Purchaser any Subsidiary is a party or by which any of the properties or assets of Newco, REG the Company or Purchaser any Subsidiary are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG the Company or Purchaser any Subsidiary or by which any of the properties or assets of Newco, REG the Company or Purchaser are boundany Subsidiary; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser any Subsidiary in connection with (i) the execution and delivery of this Agreement or Agreement, the Purchaser Company Documents, respectively, the compliance by Newco, REG or Purchaser the Company with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company or Permit of Newco, REG or Purchaserany Subsidiary, except for (athose set forth in Section 4.3(b) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserDisclosure Schedule.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Section 5.3(a) of the Purchaser Disclosure Schedule 5.4Schedule, and assuming the making of the filings referred to and the receipt of the consents or waiting period terminations or expirations identified in Sections 5.4(b)(i) & (ii) are madeSection 5.3(b), none of the execution and delivery by Newco, REG Purchaser or Purchaser its Affiliates of this Agreement and of or the Purchaser Documentsother Transaction Agreements to which it is a party, the consummation of the transactions contemplated hereby or therebyTransaction, or the compliance by Newco, REG and 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 permit the acceleration of any obligation under, or give rise to a right of termination, modification or cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Documents certificate of Newcoincorporation or bylaws or other comparable organizational documents, REG of Purchaser or Purchaserany of its Affiliates; (ii) any Contract or Permit to which Newco, REG Purchaser or Purchaser any of its Affiliates is a party or by which any of the properties or assets of Newco, REG Purchaser or Purchaser any of its Affiliates are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG Purchaser or Purchaser any of its Affiliates or by which any of the properties or assets of Newco, REG Purchaser or Purchaser any of its Affiliates are bound; or (iv) any applicable Law, except in the case of clauses (ii), (iii) and (iv), where such conflict, violation or default would not have or reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) No consentExcept as set forth on Section 5.3(b) of the Purchaser Disclosure Schedule, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or no Governmental Authority Approval is required on the part of Newco, REG Purchaser or Purchaser any of its Subsidiaries in connection with (i) the execution and delivery by Purchaser of this Agreement or the other Transaction Agreements to which it is a party, the consummation of the Transaction by Purchaser Documents, or the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, except for (i) any filing or termination of the waiting period or other approval required under the HSR Act, (ii) the consummation any of the transactions contemplated hereby and thereby foregoing required under any state securities or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby“blue sky” laws (if applicable), or (iii) such Governmental Approval, the continuing validity and effectiveness immediately following the Closing failure of any Contract which to make or Permit of Newco, REG obtain would not have or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may reasonably be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would notexpected to have, individually or in the aggregate, have a Purchaser Material Adverse Effect with respect to Newco, REG or PurchaserEffect.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser the Shareholder of this Agreement and of or the Purchaser Shareholder Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under the Company under, any provision of (i) the Organizational Documents articles of Newco, REG or Purchaserincorporation and by-laws of the Company; (ii) any Contract Contract, or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Company or any of the properties or assets of the Company as of the date hereof; or (iv) any applicable Law. (b) None of the execution and delivery by the Shareholder of this Agreement or the Shareholder Documents, REG the consummation of the transactions contemplated hereby or Purchaser thereby, or compliance by any of them 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 and by-laws or comparable organizational documents of the Shareholder; (ii) any Contract, or Permit to which the Shareholder is a party or by which any of the properties or assets of Newco, REG the Shareholder are bound; (iii) any Order of any Governmental Body applicable to the Shareholder or Purchaser by which any of the properties or assets of the Shareholder are bound; or (iv) any applicable Law. (bc) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser the Shareholder in connection with (i) the execution and delivery of this Agreement or the Purchaser Shareholder Documents, the compliance by Newco, REG or Purchaser the Company and the Shareholder with any of the provisions hereof hereof, or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.44.3(a), subject to the expiration or termination of the waiting period under the HSR Act and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeFINRA Approval, none of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser Company Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Company 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, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company to make any payment under, or to the increasedincrease, additional, accelerated accelerate or guaranteed guarantee any rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of Newco the Company and the Subsidiaries, in each case, under or Purchaser under pursuant to, as applicable, any provision of (i) the Organizational Documents Articles of Newco, REG Incorporation and Bylaws or Purchasercomparable organizational documents of the Company and the Subsidiaries; (ii) any Material Contract or Permit to which Newco, REG or Purchaser is the Company and the Subsidiaries are a party or by which any of the properties or assets of Newco, REG or Purchaser the Company and the Subsidiaries are bound; (iii) any Order of any Governmental Authority applicable Permit to Newco, REG or Purchaser which the Company and the Subsidiaries are a party or by which any of the properties or assets of Newco, REG or Purchaser the Company and the Subsidiaries are bound; or (iv) any Order applicable to the Company and the Subsidiaries or any of the properties or assets of the Company and the Subsidiaries; or (v) any applicable Law; other than, in the case of clause (iii) of the foregoing, any such conflicts, violations, breaches, conflicts or giving rise to rights that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Subsidiaries (taken as a whole). (b) No Except as set forth on Schedule 4.3(b), the Negative Consent Notice set forth in Section 6.16, any filings as may be required under the HSR Act and compliance with the FINRA Approval, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser the Company and the Subsidiaries in connection with (i) the execution and delivery of this Agreement or the Purchaser Company Documents, the compliance by Newco, REG or Purchaser the Company and the Subsidiaries with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act Company and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSubsidiaries.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco in Section 5.3(a) of the Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeSchedule, none of the execution and delivery by Newco, REG or Purchaser Holdings of this Agreement and of or the Purchaser Holdings Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser Holdings 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, in the case of clause (iii) and (iv) only, a material violation of or material default (with or without notice or lapse of time, or both) under, result in the creation of any Lien under, or give rise to a right of termination, modification, acceleration or cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under any provision of (i) the Organizational Governing Documents of Newco, REG or Purchaserthe Companies; (ii) any Contract or Permit Order of any Governmental Authority applicable to which Newco, REG or Purchaser is a party the Companies or by which any of the properties or assets of Newco, REG or Purchaser the Companies are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are boundLaw; or (iv) any applicable LawMaterial Contract or Lease to which any Company is a party or by which any Company or any of its properties, assets or rights is bound. (b) No Except as set forth in Section 5.3(b) of the Disclosure Schedule and except as would not result in a Material Adverse Effect, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority or party to any Material Contract to which any Company is a party or by which the Companies or any of their properties, assets or rights is bound, is required on the part of Newco, REG Holdings or Purchaser any other Company in connection with (i) the execution and delivery of this Agreement or the Purchaser DocumentsHoldings Documents by Holdings, or the compliance by Newco, REG or Purchaser Holdings with any of the provisions hereof or thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, or (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (ai) the filing of notification and report forms with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act FTC and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required DOJ under and compliance with the applicable requirements of the HSR Act and the expiration or termination of any applicable waiting period thereunder and (cii) such other the filing of all applications and notices, as applicable, with Governmental Authorities under the Foreign Competition Laws, the issuance of consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings authorizations or notifications thatapprovals of such applications by such authorities, if not obtainedrequired, made and the expiration or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or Purchasertermination of any applicable waiting periods thereunder.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement and or any of the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under Company under, any provision of (i) the Organizational Documents Articles of Newco, REG Incorporation or PurchaserBylaws of the Company; (ii) any Contract or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG the Company or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are boundthe Company; or (iv) any applicable Law. (b) The execution and delivery by Seller of this Agreement or any of Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by 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) any Contract to which Seller is a party, (ii) any Order of any Governmental Body applicable to Seller, or (iii) any applicable Law. (c) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG the Company or Purchaser Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Documentsany of Seller Documents by Seller, the compliance by Newco, REG or Purchaser Seller with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 Company. (d) Seller and other filings required under, and compliance with other applicable requirements, the Company have waived their rights contained in Article IX of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements Bylaws of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery by Newco, REG or Purchaser the Seller of this Agreement and of or the Purchaser Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Seller with any of the provisions hereof or thereof will 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under the Company under, any provision of (i) the Organizational Documents articles of Newco, REG incorporation or Purchaserbylaws of the Company; (ii) any Contract or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG Business or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Business or the Company, REG or Purchaser or by which any of the properties or assets of Newcothe Business, REG or Purchaser are boundthe Company as of 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 a Material Adverse Effect. (b) No Other than as set forth in Section 4.3 of the Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser the Company in connection with (i) the execution and delivery of this Agreement or the Purchaser Seller Documents, the compliance by Newco, REG or Purchaser the Seller with any of the provisions hereof hereof, or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made3.3(a), none of the execution and delivery by Newco, REG or Purchaser STI of this Agreement and of or the Purchaser STI Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser STI 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser STI 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 Newco or Purchaser under STI under, any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and bylaws or Purchasercomparable organizational documents of STI; (ii) any Contract contract or Permit to which Newco, REG or Purchaser STI is a party or by which any of the properties or assets of Newco, REG or Purchaser STI are bound; (iii) any Order of any Governmental Authority applicable to Newco, REG STI or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are boundSTI; or (iv) any applicable Law, except in the case of clauses (ii) and (iv) for such violations, breaches, conflicts or defaults as could not reasonably be expected to have a STI Material Adverse Effect. (b) No Except as set forth on Schedule 3.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser STI in connection with (i) the execution and delivery of this Agreement or Agreement, the Purchaser STI Documents, the compliance by Newco, REG or Purchaser STI with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, except for those the failure of which to obtain, would not result in a STI Material Adverse Effect or (iiiii) the continuing validity and effectiveness immediately following the Closing of any material Permit or Material Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSTI.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none of the The execution and delivery by Newco, REG or Purchaser the Sellers of this Agreement and of or the Purchaser Sellers Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser the Sellers with any of the provisions hereof or thereof will 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser the Company 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 Newco or Purchaser under the Company under, any provision of (i) the Organizational Documents certificate of Newco, REG or Purchaserincorporation and bylaws of the Company; (ii) any Contract or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG Business or Purchaser the Company are bound; (iii) any Order of any Governmental Authority Body applicable to Newcothe Business or the Company, REG or Purchaser or by which any of the properties or assets of Newcothe Business, REG or Purchaser are boundthe Company as of 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 a Material Adverse Effect. (b) No Other than as set forth in Section 4.3 of the Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser the Company in connection with (i) the execution and delivery of this Agreement or the Purchaser Sellers Documents, the compliance by Newco, REG or Purchaser the Sellers with any of the provisions hereof hereof, or thereof, (ii) the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or therebyhereby, or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserCompany.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are made, none None of the execution and delivery by Newco, REG or Purchaser Seller of this Agreement and of or the Purchaser Transaction Documents, the consummation of the transactions Transactions contemplated hereby or thereby, or the compliance by Newco, REG and Purchaser Seller 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, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of Newco, REG or Purchaser Seller 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 Newco Seller, in each case, under or Purchaser under pursuant to, as applicable, any provision of (ia) the Organizational Documents certificate of Newco, REG formation or Purchaserlimited liability company agreement or comparable organizational documents of Seller; (iib) any Contract contract, agreement, or Permit undertaking, permit or license to which Newco, REG or Purchaser Seller is a party or by which any of the properties or assets of Newco, REG Seller are bound or Purchaser are boundsubject; (iiic) any Order of any Governmental Authority order, judgment or decree by a governmental authority or agency applicable to Newco, REG Seller or Purchaser or by which any of the properties or assets of Newco, REG or Purchaser are boundSeller; or (ivd) any applicable Law. (b) legal requirements. No consent, waiver, approval, Orderorder, Permit judgment, decree, permit, license or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority governmental authority or agency is required on the part of Newco, REG or Purchaser Seller in connection with (i) the execution and delivery of this Agreement or the Purchaser Transaction Documents, the compliance by Newco, REG or Purchaser Seller with any of the provisions hereof or and thereof, (ii) or the consummation of the transactions contemplated hereby and thereby or the taking by Newco, REG or Purchaser of any other action Transactions contemplated hereby or thereby, or (iiiii) the continuing validity and effectiveness immediately following the Purchase Closing of any Contract permit, license, contract, agreement or Permit undertaking of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserSeller.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco described in Section 5.4(a) of the Company Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeSchedule, none of the execution and delivery by Newco, REG or Purchaser the Company of this Agreement and of or the Purchaser DocumentsTransaction Documents to which the Company is a party, the consummation of the transactions contemplated hereby or therebyTransactions, or the compliance by Newco, REG and Purchaser the Company with any of the provisions hereof or thereof will shall (i) conflict with, or (ii) result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or (iii) give rise to a right of termination, cancellation cancellation, or acceleration of any obligation or the loss of a material benefit under, or (iv) give rise to any obligation of Newco, REG or Purchaser the Company to make any payment under, under or to the increased, additional, accelerated accelerated, or guaranteed rights or entitlements of any Person under, or (v) result in the creation of any Liens upon any of the properties or assets of Newco or Purchaser the Company under any provision of (iA) the Organizational Documents certificate of Newco, REG or Purchaserformation and bylaws of the Company; (iiB) any Material Contract or Permit to which Newco, REG or Purchaser the Company is a party or by which any of the properties or assets of Newco, REG or Purchaser the Company are bound; (iiiC) any Order of any Governmental Authority applicable to Newco, REG or Purchaser the Company or by which any of the properties or assets of Newco, REG or Purchaser the Company are bound; or (ivD) any applicable LawLegal Requirement. (b) No Except for the Company Shareholder Approval and as set forth in Section 5.4(b) of the Company Disclosure Schedule, no filing or registration with, no notice to and no permit, authorization, consent, waiver, approval, Order, Permit or authorization of, approval of or declaration or filing with, or notification to, other action by any Person or Governmental Authority is Body shall be required on the part of Newco, REG to be obtained or Purchaser made in connection with the due execution, delivery, and performance by the Company of this Agreement or any Company Document and the consummation by the Company of the Merger or the other transactions contemplated hereby or thereby other than (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any filing of the provisions hereof or thereofCertificate of Merger with the Secretary of State of the State of Texas, (ii) the consummation of the transactions contemplated hereby those already obtained and thereby or the taking by Newcopreviously disclosed to Parent in writing, REG or Purchaser of any other action contemplated hereby or thereby, or and (iii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (a) the filing with the SEC of the Form S-4 and other filings required under, and compliance with other applicable requirements, of the Securities Act and the Exchange Act and applicable state securities laws and regulations, (b) filings which may be required under and compliance with the applicable requirements of the HSR Act and (c) such other consents, waiversregulations, approvals, Orders, Permits, authorizations, declarationspermits, filings filings, or notifications thatwith any Governmental Body, if not the failure of which to be obtained, made or given, would not, individually or in the aggregate, have a Material Adverse Effect with respect would not reasonably be expected to Newco, REG be material to the operation of the business of the Company or Purchaserprevent or materially delay or impair the Company’s ability to consummate the Merger or the other Transactions contemplated hereby or by any Company Document.

Conflicts; Consents of Third Parties. (a) Except as set forth on Newco Schedule 6.3 of the disclosure letter provided by Purchaser to the Seller as of the date of this Agreement (the “Purchaser Disclosure Schedule 5.4, and assuming the filings referred to in Sections 5.4(b)(i) & (ii) are madeLetter”), none of the execution and delivery by Newco, REG or Purchaser of this Agreement and or by Purchaser of the Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Newco, REG 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, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of Newco, REG or 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 Newco or Purchaser under under, any provision of (i) the Organizational Documents certificate of Newco, REG incorporation and by-laws or comparable organizational documents of Purchaser; (ii) any Contract or Permit to which Newco, REG or a Purchaser is a party or by which any of the properties or assets of Newco, REG or Purchaser are is bound; (iii) any Order of any Governmental Authority Body applicable to Newco, REG or Purchaser or by which any of the properties or assets of Newco, REG or a Purchaser are bound; or (iv) any applicable Law, except, in the case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of Newco, REG or Purchaser in connection with (i) the execution and delivery of this Agreement or the Purchaser Documents, the compliance by Newco, REG or Purchaser with any of the provisions hereof or thereof, (ii) the consummation of the transactions contemplated hereby and or thereby or the taking by Newco, REG or Purchaser of any other action contemplated hereby or thereby, thereby or (iiiii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of Newco, REG or Purchaser, except for (aA) the filing with the SEC (1) filings of the Form S-4 applications and other filings required undernotices with, receipt of approvals or nonobjections from, and compliance with other applicable requirements, expiration of related waiting periods required by the Securities Act OTS and the Exchange Act FDIC and applicable state securities laws and regulations, (b2) filings which may be required under and compliance with the applicable requirements of the HSR Act Act,(2) and (cB) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in as set forth on Schedule 6.3 to the aggregate, have a Material Adverse Effect with respect to Newco, REG or PurchaserPurchaser Disclosure Letter.