Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) performance by each of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Buyer and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby does not and will not (Ai) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of Buyer or Merger Sub, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of Buyer or Merger Sub is a party, or by which any such Person or its properties or assets are bound or (iii) violate any provision Laws applicable to Buyer or Merger Sub or any such Person’s properties or assets, except where the occurrence of Buyer’s articles any of incorporation the foregoing described in clauses (ii) or bylaws (iii) above has not had and would not reasonably be expected to have a Buyer Material Adverse Effect or similar organizational documentsprevent or materially delay the consummation of the Merger. Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) violate any Law or Order applicable to Buyer, filings as may be required under the DGCL in connection with the Merger and (C) violate such consents, approvals, notifications, registrations or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise filings the failure to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to obtain which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as has not had and would not, individually or in the aggregate, not reasonably be expected to prevent have a Buyer Material Adverse Effect, no consent or materially impairapproval by, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent notification of or with registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) the Sale Order, and all other requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), and (iii) the requirements of the HSR Act are complied with, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, except (i) any filings required to be made under the HSR Act or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither none of the execution and delivery by Buyer Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, nor the consummation by Buyer Purchaser of the transactions contemplated herebyhereby or thereby, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereofhereof or thereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to BuyerPurchaser or its assets, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, modification or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer Purchaser is a party or by which it or its assets are bound or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted EncumbranceEncumbrance or a DIP Encumbrance (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter impair or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby. (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit permit, registration with or consent of or with any Governmental Authority Body, in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the other Transaction Agreements to which they are a party or the consummation by Buyer Purchaser of the transactions contemplated herebyhereby or thereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter impair or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyhereby or thereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the The execution and delivery by Buyer Seller of this AgreementAgreement and the other Transaction Documents to which Seller is or will be a party does not, nor and the consummation by Buyer of the transactions contemplated herebyhereby and thereby will not, nor performance or compliance by Buyer with any of the terms or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles the Organizational Documents of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) Seller; result in the creation of any Encumbrance (other than Permitted Encumbrances) upon the Purchased Assets, conflict with or result in a Permitted Encumbrancebreach of, require a Consent, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) on under, or give any properties person or assets of Buyer entity the right to terminate, accelerate or modify any of its Subsidiariesobligation or benefit under, exceptany contract, in lease, permit or order to which Seller is a party or by which Seller or the case of clauses (A) through (D), as would not, individually Purchased Assets are bound or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyaffected. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, The execution and delivery and performance by Buyer Seller of this Agreement and the other Transaction Documents to which Seller is or will be a party does not, and the consummation by Buyer of the transactions contemplated herebyhereby and thereby will not, except where failure to obtain such consent, approval, authorization or actionresult in a violation of, or require the Consent, other action by, or registration, declaration or filing with or notice to, any Governmental Authority under any Legal Requirement or Order applicable to make such filing Seller or notificationthe Purchased Assets. There is no pending or, to Seller’s Knowledge, threatened Proceeding against Seller before any court or Governmental Authority, to restrain or prevent the consummation of the transactions contemplated by this Agreement or that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay affect the ability right of Buyer to consummate own and control the transactions contemplated herebyPurchased Assets or to use those assets in a manner consistent with Seller’s use of the Purchased Assets as of the Effective Date.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by Purchaser of this Agreement or any Ancillary Document to which it is a party, the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) compliance by Purchaser with any of the Disclosure Schedules are madeprovisions hereof or thereof, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby and the taking by Purchaser of any other action contemplated hereby or thereby, nor performance do not and will not contravene, violate or compliance by Buyer conflict with any of the terms term or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyOrganizational Documents. (b) Buyer is not Except (i) as set forth on Schedule 5.4(b) and (ii) for filings as may be required to fileunder the HSR Act, seek or obtain any noticeno consent, authorizationwaiver, approval, Orderorder or authorization of, permit or consent of registration, qualification, designation or filing with any Person or Governmental Authority Body is required in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the Ancillary Documents to which it is a party, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation by Buyer of the transactions contemplated herebyhereby or thereby, except where the assumption and performance of the Assumed Liabilities or the taking by Purchaser of any other action contemplated hereby or thereby, other than such filings, notices or consents, the failure to obtain such consent, approval, authorization or action, or of which to make such filing or notification, obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a Material Adverse Effect on Purchaser’s ability to prevent perform its obligations under this Agreement and the Ancillary Documents to which it is a party, to assume and perform the Assumed Liabilities or materially impair, alter or delay the ability of Buyer to consummate on a timely basis the transactions contemplated herebyhereby or thereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents Except as set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicableSchedule 4.3(a), neither the execution and delivery by Buyer the Company of this AgreementAgreement and each other agreement, nor document or instrument contemplated hereby or thereby to which it is a party, the consummation by Buyer of the transactions contemplated herebyhereby and thereby, nor performance or compliance by Buyer the Company with any of the terms provisions hereof do not conflict with, or provisions hereof, will (A) conflict with or violate result in any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach violation of or default (with or without notice or lapse of time, or both) under under, or give rise to a right of terminationtermination or cancellation under any provision of (i) the certificate of incorporation and by-laws of any Debtor; or (ii) subject to entry of the Confirmation Order and applicable provisions of the Bankruptcy Code, modificationany Contract to which any Debtor is a party which was listed or required to be listed in the Disclosure Schedule pursuant to Sections 4.10 or 4.11, any Order of any Governmental Body or Law applicable to any Debtor or any of their respective properties or assets as of the date hereof. (b) No consent, waiver, approval, Order, Permit or authorization of, or cancelation declaration or filing with, or notification to, any Governmental Body is required on the part of a Debtor in connection with the execution and delivery of this Agreement or any obligation other agreement, document or instrument contemplated hereby or thereby to which it is a party, the loss of any benefit, compliance by the Company with any of the terms provisions hereof or provisions thereof, the consummation of the transactions contemplated hereby or thereby or the taking by a Debtor of any loan other action contemplated hereby or credit agreement thereby, except for (i) compliance with the applicable requirements of the HSR Act, (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications, the failure of which to obtain or other Contract make, would not reasonably be expected to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would nothave, individually or in the aggregate, reasonably be expected to prevent or materially impaira Company Material Adverse Effect, alter or delay (iii) the ability entry of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Confirmation Order, permit or consent of or with any Governmental Authority in connection with and (iv) the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer entry of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyBreak-Up Fee Order.

Conflicts; Consents. (a) Assuming that (i) requisite the Bankruptcy Court approvals are obtained, enters the Sale Order and (ii) the notices, authorizations, approvals, Orders, permits or and consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.3 are made, given or obtained (as applicable), neither the execution and delivery by Buyer such Seller of this AgreementAgreement or the other Transaction Agreements, nor the consummation by Buyer such Seller of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer such Seller with any of the terms or provisions hereofhereof or thereof, will (A) require any of the Sellers to give any notice to, make any filing with, or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery by such Seller of this Agreement and the other Transaction Agreements to which it is or will be a party or the consummation or the performance of the Transactions, (B) conflict with or violate any provision of Buyersuch Seller’s articles certificate of incorporation incorporation, bylaws, shareholders agreement, or bylaws or similar organizational other governing documents, (B) violate any Law or Order as applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party Acquired Asset or accelerate Buyersuch Seller’s obligations under any such ContractAcquired Asset, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its SubsidiariesAcquired Assets, except, in the case of clauses (A) through (D)each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer such Seller of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits Orders or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.3 are made, given or obtained (as applicable), neither none of (x) the execution and delivery by Buyer Sellers of this AgreementAgreement or the other Transaction Agreements to which it is a party, nor (y) the consummation by Buyer Sellers of the transactions contemplated herebyhereby or thereby, nor or (z) the performance or compliance by Buyer Sellers with any of the terms or provisions hereof, will hereof or thereof (A) conflict with or violate any provision of Buyera Seller’s articles certificate of incorporation or bylaws bylaws, certificate of formation or similar organizational limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (B) violate any Law or Order applicable to BuyerSellers or their assets, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or loan, credit agreement or other Material Contract to which Buyer is a party or accelerate Buyerany Seller’s obligations under any such loan, credit agreement or other Material Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance or DIP Encumbrance) on any properties or assets of Buyer or any of its SubsidiariesSeller, except, in the case of clauses (AB) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect or to materially impair, alter impair or delay the Sellers’ ability of Buyer to consummate the transactions contemplated herebyby this Agreement and the other Transaction Agreements. (b) Buyer is Except as set forth on Schedule 3.3, Sellers are not required to file, seek or obtain any notice, authorization, approval, Order, permit permit, registration with or consent of or with any Governmental Authority Body, in connection with the execution, delivery and performance by Buyer Xxxxxxx of this Agreement or the other Transaction Agreements to which they are a party or the consummation by Buyer Seller of the transactions contemplated herebyhereby or thereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect or to materially impair, alter impair or delay the Sellers’ ability of Buyer to consummate the transactions contemplated herebyby this Agreement and the other Transaction Agreements.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery performance by Buyer such Purchaser of this Agreement, nor Agreement and the Transaction Documents to which such Purchaser is party and the consummation by Buyer such Purchaser of the transactions contemplated herebyhereby and thereby, nor performance or compliance by Buyer with any of do not and will not: (i) violate the terms or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles certificate of incorporation or bylaws or similar organizational documents, of such Purchaser; (Bii) violate any Law or Order applicable to Buyersuch Purchaser or by which any property or asset of such Purchaser is bound; or (iii) result in any breach of, (C) violate or constitute a breach of or default (or an event that, with or without notice or lapse of timetime or both, would become a default) under, create in any party thereto the right to terminate or cancel, or both) under or give rise to a right of termination, modificationrequire any consent under, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation or imposition of any Encumbrance encumbrance on any property or asset of such Purchaser under, any Contract to which such Purchaser is party or bound (other than a Permitted Encumbrance) on any properties liens or assets of Buyer or any of its Subsidiaries, encumbrances under the Purchaser Credit Agreement); except, in the case of clauses (A) through (D)each case, as for any such violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer such Purchaser to consummate the transactions contemplated hereby. (b) Buyer Such Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body or third party in connection with the execution, delivery and performance by Buyer such Purchaser of this Agreement and the Transaction Documents to which such Purchaser is party or the consummation by Buyer such Purchaser of the transactions contemplated herebyhereby or thereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer such Purchaser to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that Assuming (i) requisite Bankruptcy Court approvals are obtainedcompliance with the information requirements of the HSR Act, and if any, (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) issuance of the Disclosure Schedules are made, given or obtained Bankruptcy Court Order and (as applicable), iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS neither the execution and delivery by Buyer of this Agreement, nor Agreement and the Related Agreements and the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or compliance by Buyer UBS with any of the terms provisions hereof or provisions hereof, thereof will (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the constitutive documents of 39 UBS, (ii) conflict with or result in a default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any loan or credit note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other Contract instrument or obligation to which Buyer UBS is a party party, or accelerate Buyer’s obligations under any by which UBS or its properties or assets, may be bound or affected (except for such Contractconflicts, breaches or defaults as to which requisite waivers or consents shall be obtained before the Effective Date), or (Diii) result in the creation of violate any Encumbrance (other than a Permitted Encumbrance) on any law, statute, rule or regulation or order, writ, injunction or decree applicable to UBS or its properties or assets of Buyer or any of its Subsidiaries, exceptassets, in the each case of clauses in clause (Aii) through or (Diii), as would notwhich conflict, individually breach, default, right or in the aggregate, violation could reasonably be expected to prevent or materially impair, alter or delay the impair its ability of Buyer to consummate the transactions contemplated hereby. . Except (a) as set forth on Schedule 2.2(c) to the Master Agreement, (b) Buyer is not required for consents, approvals, or authorizations of, or declarations or filings with, the Bankruptcy Court, (c) for filings pursuant to filethe HSR Act, seek if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no consent or obtain approval by, or any notice, authorization, approval, Order, permit or consent notification of or with filing with, any Governmental Authority Person is required in connection with the execution, delivery and performance by Buyer UBS of this Agreement, the Related Agreements or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization hereby or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebythereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) None of the Disclosure Schedules are madeexecution, given delivery or obtained (as applicable), neither performance by ------------------- the execution and delivery by Buyer Sellers of this AgreementAgreement and the other Seller Documents, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby, nor performance or compliance by Buyer the Sellers with any of the terms provisions hereof or provisions hereof, thereof will (Aa) conflict with with, or violate result in the breach of, any provision of Buyer’s the certificate/articles of incorporation incorporation, by-laws or bylaws comparable organizational documents of any of the Acquired Companies or similar organizational documentsthe declaration of trust or other governing documents of any Stockholder; (b) except as set forth on Schedule 4.5 hereto, with notice, lapse of time, or both, conflict with, violate, result in the breach or termination of, constitute a default or give rise to the right to accelerate the rights or obligations of any Person under any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Stockholder or any of the Acquired Companies is a party or by which any of them or any of their respective properties or assets is bound; (Bc) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation Governmental Body by which any Stockholder or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer Acquired Companies is a party or accelerate Buyer’s obligations under any such Contract, bound; or (Dd) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Lien upon the properties or assets of Buyer any Stockholder or any of its Subsidiariesthe Acquired Companies. Except as set forth on Schedule 4.5 hereto, exceptand except for any required filings under the HSR Act and the filing of the SMSV Certificate and the HR Certificate, in the case of clauses (A) through (D)no consent, as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorizationwaiver, approval, Order, permit Permit or consent authorization of, declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Stockholder or with any Governmental Authority of the Acquired Companies (pursuant to any Law, Permit, Material Contract (as defined in Section 4.14) or otherwise) in connection with the execution, execution and delivery and performance by Buyer of this Agreement or the other Seller Documents, consummation by Buyer of the transactions contemplated hereby, except where failure hereby or thereby or the compliance by the Sellers with any of the provisions hereof or thereof (including the transfer of the Assets (including all Material Contracts and Permits of ESC) to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyURNJ).

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) performance by each of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Buyer and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby do not and will not (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the certificates of incorporation, bylaws or other constitutive documents of Buyer or Merger Sub, (ii) conflict with, breach or result in a default (with or give rise to any right of termination, cancellation, modification or acceleration, without regard to any required giving or notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which any of Buyer or Merger Sub is a party party, or accelerate Buyer’s obligations under by which any such Contract, Person or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any its properties or assets of are bound or (iii) assuming that all consents required pursuant to Section 4.3(b) have been obtained, and all filings described in such Section have been made, violate any Laws or Order applicable to Buyer or Merger Sub or any such Person’s properties or assets, except where the occurrence of any of its Subsidiaries, except, the foregoing described in the case of clauses (Aii) through or (D), as iii) above would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of have a Buyer to consummate the transactions contemplated herebyMaterial Adverse Effect. (b) Buyer is not Except for (i) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, if required, (ii) any filings as may be required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority under the DGCL in connection with the executionMerger and (iii) such consents, delivery and performance by Buyer of this Agreement approvals, notifications, registrations or filings the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, which would not, individually or in the aggregate, reasonably be expected to prevent have a Buyer Material Adverse Effect, no consent or materially impairapproval by, alter or delay notification of or registration or filing with, any Governmental Entity is required in connection with the ability execution, delivery and performance by Buyer or Merger Sub of Buyer to consummate this Agreement or the consummation of the transactions contemplated hereby.

Conflicts; Consents. Except as set forth on Schedule 6.3: (a) Assuming that (iassuming all approvals, or deemed approvals, required under the Laws described in Section 6.3(b)(i) requisite Bankruptcy Court approvals are have been obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) none of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this AgreementAgreement or any Purchaser Document, nor the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or the compliance by Buyer Purchaser with any of the terms provisions hereof or provisions hereof, thereof will (Ai) conflict with or violate result in any provision violation of Buyer’s articles the Organizational Documents of incorporation or bylaws or similar organizational documentsPurchaser, (Bii) violate conflict in any Law material respect with, or Order applicable to Buyer, (C) violate result in any material breach or constitute a breach violation of or material default (with or without notice or lapse of time, or both) under under, or give rise to a right of termination, modification, termination or cancelation cancellation of any obligation material right or to the loss of any benefitbenefit under, any of the terms material Contract, Permit or provisions of any loan or credit agreement or other Contract Order to which Buyer Purchaser is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer by which Purchaser or any of its Subsidiariesproperties or assets is bound, exceptor (iii) result in any material violation of any Law by which Purchaser or any of its properties or assets is bound; (b) none of the execution and delivery by Purchaser of this Agreement or the Purchaser Documents, in the case consummation of clauses the transactions contemplated hereby or thereby or the compliance by Purchaser with any of the provisions hereof or thereof will require Purchaser to obtain any Order or Permit of, or declare or file with, or give notification to, any Person (A) through (Dincluding any Governmental Body), except for (i) compliance with the applicable requirements of the German Competition Law and any other Applicable Competition Laws and (ii) such Orders, Permits, declarations, filings and notifications as to which the failure to obtain, make or give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with Purchaser’s ability of Buyer to consummate the transactions contemplated hereby.by this Agreement and the Purchaser Documents; (bc) Buyer is not required none of the execution and delivery by any Purchaser Designated Subsidiary of any Purchaser Document to filebe executed by it (rather than Purchaser), seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated herebyby any such Purchaser Document or the compliance by such Purchaser Designated Subsidiary with any of the provisions thereof will (i) conflict with or result in any violation of the Organizational Documents of such Purchaser Designated Subsidiary, (ii) conflict in any material respect with, or result in 42 any material breach or violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation of any material right or benefit under, any material Contract, Permit or Order to which such Purchaser Designated Subsidiary is a party or by which such Purchaser Designated Subsidiary or any of its properties or assets is bound, or (iii) result in any material violation of any Law by which such Purchaser Designated Subsidiary or any of its properties or assets is bound; and (d) none of the execution and delivery by any Purchaser Designated Subsidiary of any Purchaser Document to be executed by it (rather than Purchaser), the consummation of the transactions contemplated by the Purchaser Documents or the compliance by such Purchaser Designated Subsidiary with any of the provisions thereof will require such Purchaser Designated Subsidiary to obtain any Order or Permit of, or declare or file with, or give notification to, any Person (including any Governmental Body), except where for (i) compliance with the applicable requirements of the German Competition Law and any other Applicable Competition Laws and (ii) such Orders, Permits, declarations, filings and notifications as to which the failure to obtain such consentobtain, approval, authorization make or action, or to make such filing or notification, give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with such Purchaser Designated Subsidiary’s ability of Buyer to consummate the transactions contemplated herebyby such Purchaser Document.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery performance by Buyer each Purchaser Entity of this Agreement, nor Agreement and each Other Transaction Document to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby and thereby do not and will not (Ai) conflict with or violate result in a breach of any provision of Buyer’s articles the certificates of incorporation or bylaws formation, by-laws or similar organizational documentsother constitutive documents of such Purchaser Entity, (Bii) violate any Law except as set forth in Section 6.4 of the Parent Disclosure Schedule, cause a material conflict, material breach or Order applicable to Buyer, (C) violate or constitute result in a breach of or material default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any loan material note, bond, lease, mortgage, deed of trust, lien, indenture, or credit any license, franchise, permit, authorization or order, Contract, agreement or other Contract instrument or obligation to which Buyer such Purchaser Entity is a party party, or accelerate Buyerby which such Purchaser Entity or its properties or assets are bound, (iii) materially violate any Laws applicable to such Purchaser Entity or such Purchaser Entity’s obligations under any such Contractproperties or assets, or (Div) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Lien upon any properties material property or material assets used or held by such Purchaser Entity, except where the occurrence of Buyer or any of its Subsidiaries, except, the foregoing described in the case of clauses (A) through (Dii), as (iii) or (iv) above would not, individually or in the aggregate, not reasonably be expected to prevent prevent, materially delay or materially impair, alter or delay impair the ability consummation of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not by this Agreement. Except as set forth in Section 6.4 of the Parent Disclosure Schedule, no material notices, reports or other filings are required to filebe made by a Purchaser Entity with, seek nor are any material consents, registrations, approvals, permits or obtain any noticeauthorizations required to be obtained by a Purchaser Entity from, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement by such Purchaser Entity or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (ia) the requisite Bankruptcy Court approvals as described in this Agreement are obtained, and (iib) the notices, authorizations, approvals, Orders, permits Permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), neither (c) the requirements of the HSR Act are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by Buyer such Purchaser of this Agreement, nor Agreement and each Ancillary Agreement and the consummation by Buyer such Purchaser of the transactions contemplated herebyhereby and thereby, nor and the performance or and compliance by Buyer such Purchaser with any of the terms or provisions hereofhereof or thereof, do not and will not (Ai) conflict with or violate any provision of Buyersuch Purchaser’s articles certificate of incorporation formation or bylaws limited liability company agreement or similar organizational documents, (Bii) conflict with or violate any Law or Order applicable to Buyersuch Purchaser, (Ciii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of any obligation under or give rise to a right of termination, modification, acceleration or cancelation of any obligation or to the loss of any benefitbenefit under, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer such Purchaser is a party or accelerate Buyer’s obligations under any such Contractparty, or (Div) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer such Purchaser or any of its Subsidiaries, except, in the case of clauses (Ai) through (Div), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyhave a material adverse effect. (b) Buyer Except as set forth on Schedule 4.3(b), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit Permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer such Purchaser of this Agreement or the consummation by Buyer such Purchaser of the transactions contemplated hereby, except (i) any filings required to be made under the HSR Act, (ii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, or (iii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer such Purchaser to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Company of this Agreement, nor Agreement and each Other Transaction Document to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby and thereby do not and will not (Ai) conflict with or violate result in a breach of any provision of Buyer’s articles the certificates of incorporation or bylaws formation, by-laws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any other constitutive documents of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Company or any of its Subsidiaries, except(ii) except as set forth in Section 4.4(a) of the Company Disclosure Schedule, cause a material conflict or material breach or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any material note, bond, lease, mortgage, deed of trust, lien, indenture, or any license, franchise, permit, authorization or order, Material Contract, agreement or other instrument or obligation to which any of the Company or any of its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) materially violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets, or (iv) result in the case creation or imposition of any Lien upon any material property or material assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (A) through (Dii), as (iii) or (iv) above would not, individually or in the aggregate, not reasonably be expected to prevent prevent, materially delay or materially impair, alter or delay impair the ability consummation of Buyer to consummate the transactions contemplated herebyby this Agreement. (b) Buyer is Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, and except for notices, reports, other filings, consents, registrations, approvals, permits or authorizations, the failure of which to obtain or file would not be material to the continued operation of the Business following the Closing, no notices, reports or other filings are required to filebe made by the Company with, seek nor are any consents, registrations, approvals, permits or obtain any noticeauthorizations required to be obtained by the Company from, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement by the Company or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. Except as set forth on Schedule 6.3: (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) none of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this AgreementAgreement or the Purchaser Documents, nor the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or the compliance by Buyer Purchaser with any of the terms provisions hereof or provisions hereof, will thereof will: (Ai) conflict with or violate result in any provision violation of Buyer’s articles the Organizational Documents of incorporation Purchaser; (ii) conflict in any material respect with, or bylaws result in any material breach or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach violation of or material default (with or without notice or lapse of time, or both) under under, or give rise to a right of termination, modification, termination or cancelation cancellation of any obligation material right or to the loss of any benefitbenefit under, any of the terms Contract, Permit or provisions of any loan or credit agreement or other Contract Order to which Buyer Purchaser is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer by which Purchaser or any of its Subsidiariesproperties or assets is bound (other than Contracts that have been terminated or will expire by their terms before or upon the Closing); provided, excepthowever, that no representation or warranty is made in the case of foregoing clauses (Aii) through (D), as with respect to matters that would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter impair or materially delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby.; or (iii) result in any material violation of any Law by which Purchaser or any of its properties or assets is bound; and (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent none of or with any Governmental Authority in connection with the execution, execution and delivery and performance by Buyer Purchaser of this Agreement or the Purchaser Documents, the consummation by Buyer of the transactions contemplated herebyhereby or thereby or the compliance by Purchaser with any of the provisions hereof or thereof will require Purchaser to obtain any Order, Permit or waiver of, or declare or file with, or give notification to, any Person (including any Governmental Body), except where for: (i) compliance with the applicable requirements of the HSR Act and any other Antitrust Laws; and (ii) such Orders, Permits, waivers, declarations, filings and notifications as to which the failure to obtain such consentobtain, approval, authorization make or action, or to make such filing or notification, give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with Purchaser’s ability of Buyer to consummate the transactions contemplated herebyby this Agreement and the Purchaser Documents.

Conflicts; Consents. (a) Assuming Except as set forth on Schedule 4.3(a) and assuming that (i) requisite Bankruptcy Court approvals are obtained, and (iix) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(b) of the Disclosure Schedules are made, given or obtained (as applicable), neither and (y) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution execution, delivery and delivery performance by Buyer Purchaser of this Agreement, nor Agreement and the consummation by Buyer Purchaser of the transactions contemplated hereby, nor performance do not: (i) violate the certificate of formation, limited liability company agreement or compliance by Buyer with any equivalent organizational documents of the terms or provisions hereof, will Purchaser; (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to BuyerPurchaser or by which any property or asset of Purchaser is bound; or (iii) result in any breach of, (C) violate or constitute a breach of or default (or an event that, with or without notice or lapse of timetime or both, would become a default) under, create in any party thereto the right to terminate or cancel, or both) under or give rise to a right of termination, modificationrequire any consent under, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any properties property or assets asset of Buyer or Purchaser under, any of its Subsidiaries, Contract; except, in the case of clauses (A) through (D)each case, as for any such violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby. (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated hereby, except (i) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Company of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated herebyhereby and thereby does not and will not, nor performance with or compliance by Buyer with any without the giving of notice or the terms passage of time or provisions hereof, will both (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the certificates of incorporation, by-laws or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any other constitutive documents of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Company or any of its Subsidiaries, except(ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, violate, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets or (iv) result in the case creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (A) through (Dii), as would not, (iii) or (iv) above individually or in the aggregate, aggregate would not reasonably be expected to prevent have a Company Material Adverse Effect. Except as set forth in Section 3.4 of the Disclosure Schedule and except for (1) the filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or materially impairearly termination of the applicable waiting period thereunder, alter (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or delay filings the ability failure of Buyer which to consummate obtain individually or in the transactions contemplated hereby. (b) Buyer is aggregate would not required reasonably be expected to filehave a Company Material Adverse Effect, seek no consent or obtain any noticeapproval by, authorization, approval, Order, permit or consent notification of or with registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and performance by Buyer the Company of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming Except as set forth on Schedule 4.3(a) and assuming that (i) requisite Bankruptcy Court approvals are obtained, and (iix) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(b) of the Disclosure Schedules are made, given or obtained (as applicable), neither and (y) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution execution, delivery and delivery performance by Buyer Purchaser of this Agreement, nor Agreement and the consummation by Buyer Purchaser of the transactions contemplated hereby, nor performance do not: (i) violate the certificate of formation, limited liability company agreement or compliance by Buyer with any equivalent organizational documents of the terms or provisions hereof, will Purchaser; (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to BuyerPurchaser or by which any property or asset of Purchaser is bound; or (iii) result in any breach of, (C) violate or constitute a breach of or default (or an event that, with or without notice or lapse of timetime or both, would become a default) under, create in any party thereto the right to terminate or cancel, or both) under or give rise to a right of termination, modificationrequire any consent under, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any properties property or assets asset of Buyer or Purchaser under, any of its Subsidiaries, Contract; except, in the case of clauses (A) through (D)each case, as for any such violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby.hereby.‌ (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated hereby, except (i) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby.hereby.‌

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Company of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby do not and will not (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any Organizational Documents of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Company or any of its Subsidiaries, except(ii) except as set forth in Schedule 4.4, conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any contract to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Applicable Laws or (iv) result in the case creation or imposition of any Lien (other than Permitted Liens) upon any property or assets owned, used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (A) through (Dii), as (iii) or (iv) above would not, individually or in the aggregate, reasonably be expected to prevent interfere in any material respect with the conduct of the Business as presently conducted. Except as set forth in Schedule 4.4 and except for (1) the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or materially impairearly termination of the applicable waiting period thereunder, alter (2) compliance with and filings under any other Competition Laws that may be applicable due to the nature of the business conducted by Parent and (3) any filings as may be required under the DGCL in connection with the Merger (all such consents and approvals referred to in this sentence, the “Consents and Approvals”), no consent or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to fileapproval by, seek or obtain any notice, authorization, approval, Order, permit or consent notification of or with registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and performance by Buyer the Company of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where for such consents or approvals, the failure of which to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay interfere in any material respect with the ability conduct of Buyer to consummate the transactions contemplated herebyBusiness as presently conducted.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither Neither the execution and delivery of this Agreement and the Other Purchaser Agreements, nor the consummation of the transactions contemplated hereby, will materially conflict with, violate or result in a breach or default under (with or without the giving of notice or the passage time, or both): (i) the Certificate of Incorporation or the Bylaws of Purchaser; (ii) any license, instrument, contract or agreement to which Purchaser is a party or by Buyer which Purchaser is bound; or (iii) any law, order, rule, regulation, writ, injunction or decree that is applicable to Purchaser. Neither the execution and delivery of this Agreement or the Other Purchaser Agreements by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, will require any consent or approval of, or any filing with, any governmental or private person, body, firm, entity or other person Neither the execution nor the delivery by Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated hereby, nor performance hereby or compliance by Buyer with any of the terms or provisions hereof, thereby will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (lien, claim, right, charge, encumbrance, or security interest of any nature or type whatsoever, with respect to the Purchase Price or any other than consideration paid by Purchaser to the Sellers. The consummation of this Agreement will not result in a Permitted Encumbrance) on breach of, constitute default under, result in the acceleration of, create in any properties party the right to accelerate, terminate, modify, or assets cancel or require any notice under, any contract, lease, sub-lease, license, sub-license, franchise, permit, indenture, agreement, mortgage, instrument of Buyer indebtedness, security interest, or other arrangement to which the Purchaser is a party, or by which Purchaser is bound or by which any of its Subsidiariesassets are subject, except, or result in the case imposition of clauses (A) through (D)any security interest upon any of the Acquired Assets. The Purchaser does not need to give any notice, as would notmake any filing with, individually or obtain any authorization, consent or approval of any government or governmental agencies in order for the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer parties to consummate the transactions contemplated herebyby this Agreement. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) performance by each of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Buyer and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, will hereby does not (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the certificates of incorporation, by-laws or other constitutive documents of Buyer or Merger Sub, (ii) conflict with, breach or result in a default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any loan note, bond, lease, mortgage, indenture, or credit any license, franchise, permit, agreement or other Contract instrument or obligation to which any of Buyer or Merger Sub is a party party, or accelerate Buyer’s obligations under by which any such Contract, Person or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any its properties or assets of are bound or (iii) violate any Laws applicable to Buyer or Merger Sub or any such Person’s properties or assets, except where the occurrence of any of its Subsidiaries, except, the foregoing described in the case of clauses (Aii) through or (D), as would notiii) above, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect or prevent or materially impair, alter or delay the ability consummation of the Merger. Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) compliance with and filings under other competition Laws, (C) any filings as may be required under the DGCL in connection with the Merger and (D) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the aggregate, would not reasonably be expected to have a Buyer to consummate Material Adverse Effect or prevent or materially delay the transactions contemplated hereby. (b) Buyer is not required to fileconsummation of the Merger, seek no consent or obtain any noticeapproval by, authorization, approval, Order, permit or consent notification of or with registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) performance by each of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Buyer and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, will hereby does not (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the certificates of incorporation, by-laws or other organizational documents of Buyer or Merger Sub, (ii) conflict with, breach or result in a default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modificationcancellation or acceleration) under any agreement or other instrument or obligation to which Buyer or Merger Sub is a party, or cancelation by which any such Person or its properties or assets are bound, or (iii) violate any Laws applicable to Buyer or Merger Sub or any such Person’s properties or assets, except where the occurrence of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, foregoing described in clauses (ii) or (Diii) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would notabove, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect or prevent or materially impair, alter or delay the ability consummation of the Merger. Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) any filings as may be required under the DGCL in connection with the Merger, and (C) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the aggregate, would not reasonably be expected to have a Buyer to consummate Material Adverse Effect or prevent or materially delay the transactions contemplated hereby. (b) Buyer is not required to fileconsummation of the Merger, seek no consent or obtain any noticeapproval by, authorization, approval, Order, permit or consent notification of or with registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court Subject to receipt of the consents, approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents waivers set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable)in Schedule 5.4, neither the execution and delivery by Buyer the Seller of this Agreementthe Transaction Documents to which it is or will be a party, nor the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or the compliance by Buyer the Seller with any of the terms or provisions hereof, will thereof will: (Ai) conflict with with, or violate result in the breach of, any provision of Buyer’s articles the organizational documents of incorporation the Seller, the Company or bylaws its Subsidiaries; (ii) conflict with, violate, result in the breach or similar organizational documentstermination of, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, termination or cancelation of acceleration or right to increase the obligations or otherwise modify the terms under any obligation or to the loss of any benefitContract, any of the terms Leases or provisions of any loan or credit agreement or other Contract Permit to which Buyer the Company or any of its Subsidiaries is a party or accelerate Buyer’s obligations under by which any such Contract, of them or any of their respective properties or assets are bound; or (Diii) result in the creation of any Encumbrance Lien (other than a Permitted Encumbranceany Lien in favor of the Purchaser) on upon any properties of the Shares or upon any of the assets of Buyer the Company or any of its Subsidiaries, ; except, in the case of clauses clause (Aii) through (D)above, as would notfor such conflicts, individually violations, breaches, terminations, defaults, rights or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebymodifications which will not have a Material Adverse Effect. (b) Buyer Other than the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice of a premerger notification and report form as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Xxx"), xxx xxxxxt as set forth in Schedule 5.4, xx xxxxxxx, xxxxxxal or authorization of, permit from, or declaration, filing or registration with, any Governmental Body is not required to file, seek be made or obtain any notice, authorization, approval, Order, permit obtained by the Seller or consent of or with any Governmental Authority its Affiliates in connection with the execution, delivery and performance by Buyer of this Agreement or and the consummation by Buyer of the transactions contemplated hereby, except where the failure to obtain such consent, approval, authorization or actionpermit, or to make such declaration, filing or notificationregistration, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebynot have a Material Adverse Effect.

Conflicts; Consents. (a) Assuming that (ia) requisite Bankruptcy Court approvals are obtainedobtained and the delivery of any requisite notices or filings with the Bankruptcy Court, and (iib) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this AgreementAgreement or the other Transaction Agreements to which it is a party, nor the consummation by Buyer Purchaser of the transactions contemplated herebyhereby or thereby, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereofhereof or thereof, will (Ai) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to BuyerPurchaser or its assets or require Purchaser to file, seek, or obtain any notice, authorization, approval, Order, permit, registration with or consent of or with any Governmental Body, (Ciii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer Purchaser is a party or by which it or its assets are bound or accelerate BuyerPurchaser’s obligations under any such Contract, or (Div) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (Aii) through (Div), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby. (b) Buyer is not required under this Agreement and the other Transaction Agreements and to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection perform and comply with the execution, delivery terms and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyprovisions hereby and thereby.

Conflicts; Consents. (a) Assuming that (ia) requisite Bankruptcy Court approvals are obtained, and (iib) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated hereby, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (Bii) conflict with or violate any Law or Order applicable to BuyerPurchaser, (Ciii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of or give rise to a right of termination, modification, acceleration or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate Buyer’s obligations under any such Contractparty, or (Div) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (Ai) through (Div), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the have a material adverse effect on Purchaser’s ability of Buyer to consummate the transactions contemplated herebyby this Agreement. (b) Buyer Except as set forth on Schedule 4.3(b), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated hereby, except (i) any filings required to be made under the HSR Act, (ii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, (iii) as otherwise set forth on Schedule 4.3 or (iv) where failure to file, seek or obtain such consentnotice, authorization, approval, authorization Order, permit or action, or to make such filing or notificationconsent, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby.

Conflicts; Consents. Assuming that (a) Assuming that (i) the Sale Order and all other requisite Bankruptcy Court approvals are obtained, and (iib) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this AgreementAgreement or the other Transaction Agreements, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (Ai) require Purchaser to give any notice to, make any filing with, or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery by Purchaser of this Agreement and the other Transaction Agreements to which it is or will be a party or, the consummation or the performance of the Transactions, (ii) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (Biii) violate any Law or Order applicable to BuyerPurchaser, (Civ) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (Dv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiariessubsidiaries, except, in the case of clauses (Ai) through and (Dii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither Neither the execution and delivery by Buyer XOMA of this Agreement, any of the Transaction Documents nor the performance or consummation by Buyer of the transactions contemplated herebythereby (including, nor without limitation, the assignment to Buyer of the Purchased Interest) to be performed or consummated by XOMA will: (i) contravene, conflict with, result in a breach or violation of, constitute a default under, or accelerate the performance provided by, in any material respects any provisions of: (A) any law, rule, ordinance or compliance regulation of any Governmental Authority, or any judgment, order, writ, decree, permit or license of any Governmental Authority, in any case, applicable to the Purchased Interest or the Collateral; or (B) any material contract, agreement, commitment or instrument to which XOMA is a party or by Buyer with which any of the terms Collateral is bound or provisions hereofcommitted; (ii) except for the filing of the UCC-1 financing statements required hereunder (or under the Protective Rights Agreement) and notices contemplated by the Transaction Documents, will (A) conflict with or violate require any provision of Buyer’s articles of incorporation or bylaws or similar organizational documentsnotification to, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of timefiling with, or bothconsent of, any Person or Governmental Authority; (iii) under or give rise to a any right of termination, modification, cancellation or cancelation acceleration of any right or obligation of XOMA or any other Person as such right or obligation relates to the Purchased Interest, the Purchased Interest Payments or any of the other Collateral or to the a loss of any benefitbenefit relating to the Purchased Interest, the Purchased Interest Payments or any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, Collateral; or (Div) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) Lien on any properties or assets of Buyer the Purchased Interest, the Purchased Interest Payments or any of its Subsidiariesthe other Collateral, except, other than in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability favor of Buyer pursuant to consummate the transactions contemplated herebyProtective Rights Agreement. (b) Buyer Except pursuant to the Transaction Documents, XOMA has not granted or agreed to grant to any Person other than Buyer, nor does there exist, any Lien granted by XOMA on the Purchased Interest or any other Collateral other than pursuant to the Protective Rights Agreement. (c) Neither XOMA nor any of its property is not required subject (i) to fileany judgment, seek order, writ or obtain any notice, authorization, approval, Order, permit or consent decree of or with any Governmental Authority or (ii) to any contract, agreement, commitment or instrument, which, in connection with either case of clause (i) or clause (ii), the execution, delivery and performance violation or breach of which by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, XOMA could reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents. (a) Assuming that (i) the Sale Order, and all other requisite Bankruptcy Court approvals are obtained, obtained and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer Except as set forth on Schedule 4.3(b), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by the noticesPurchaser of this Agreement or any Ancillary Document to which it is a party, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) the compliance by the Purchaser with any of the Disclosure Schedules are madeprovisions hereof or thereof, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby and the taking by the Purchaser of any other action contemplated hereby or thereby, nor performance do not and will not (i) contravene, violate or compliance by Buyer conflict with any term or provision of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to Buyercontravene, (C) violate or conflict with, constitute a breach of or default under (with or without notice or lapse of time, or both) under ), result in the loss of any benefit under, or give rise to a right of terminationacceleration, modificationpayment, termination or cancelation cancellation under any provision of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate Buyerby which any of Purchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer are bound; (iii) contravene, violate or conflict with any Order applicable to the Purchaser or any of its SubsidiariesPurchaser’s properties or assets, except(iv) contravene, violate or conflict with any Law applicable to the Purchaser, other than, in the case of clauses (A) through (Dii), as (iii) and (iv), any such contravention, violation, conflict, creation, imposition or affect that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on the Purchaser’s ability to prevent perform its obligations under this Agreement and the Ancillary Documents to which it is a party, for Purchaser to assume and perform the Assumed Liabilities or materially impair, alter or delay for the ability of Buyer Purchaser to consummate on a timely basis the transactions contemplated hereby. (b) Buyer is not required to fileNo consent, seek or obtain any notice, authorizationwaiver, approval, Orderorder or authorization of, permit or consent of registration, qualification, designation or filing with any Person or Governmental Authority Body is required in connection with the execution, delivery and performance by Buyer the Purchaser of this Agreement or the Ancillary Documents to which it is a party, the performance by the Purchaser with its obligations hereunder or thereunder, the consummation by Buyer of the transactions contemplated herebyhereby or thereby, except where the assumption and performance of the Assumed Liabilities or the taking by the Purchaser of any other action contemplated hereby or thereby, other than such filings, notices or consents, the failure to obtain such consent, approval, authorization or action, or of which to make such filing or notification, obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on the Purchaser’s ability to prevent perform its obligations under this Agreement and the Ancillary Documents to which it is a party, for Purchaser to assume and perform the Assumed Liabilities or materially impair, alter or delay for the ability of Buyer Purchaser to consummate on a timely basis the transactions contemplated herebyhereby or thereby.

Conflicts; Consents. (aExcept as set forth on Schedule 4.3(a) Assuming and assuming that (i) requisite Bankruptcy Court approvals are obtained, and (iiy) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(b) of the Disclosure Schedules are made, given or obtained (as applicable), neither and (z) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution execution, delivery and delivery performance by Buyer Purchaser of this Agreement, nor Agreement and the consummation by Buyer Purchaser of the transactions contemplated hereby, nor performance do not: (i) violate the certificate of formation, limited liability company agreement or compliance by Buyer with any equivalent organizational documents of the terms or provisions hereof, will Purchaser; (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to BuyerPurchaser or by which any property or asset of Purchaser is bound; or (iii) result in any breach of, (C) violate or constitute a breach of or default (or an event that, with or without notice or lapse of timetime or both, would become a default) under, create in any party thereto the right to terminate or cancel, or both) under or give rise to a right of termination, modificationrequire any consent under, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any properties property or assets asset of Buyer Purchaser under, any Lease or any of its Subsidiaries, Contract; except, in the case of clauses (A) through (D)each case, as for any such violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby. (b) Buyer . Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated hereby, except (i) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) performance by each of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Buyer and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or and compliance by Buyer and Merger Sub with any of the terms or and provisions hereof, does not and will not (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the certificates of incorporation, by-laws or other constitutive documents of Buyer or Merger Sub, (ii) violate, conflict with, breach, result in the loss of any benefit, constitute a default (or an event which, with or without notice or lapse of time, or both) under , would constitute a default), or give rise to a any right of termination, modificationcancellation or acceleration, or cancelation of any obligation or to the loss of any benefit, under any of the terms or provisions of any loan note, bond, lease, mortgage, indenture, or credit any license, franchise, permit, agreement or other Contract instrument or obligation to which any of Buyer or Merger Sub is a party party, or accelerate Buyer’s obligations under by which any such Contract, Person or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any its properties or assets of are bound or (iii) violate any Laws applicable to Buyer or Merger Sub or any such Person's properties or assets, except where the occurrence of any of its Subsidiaries, except, the foregoing described in the case of clauses (Aii) through or (D), as would notiii) above, individually or in the aggregate, would not reasonably be expected to prevent or materially impair, alter or delay the ability consummation of Buyer to consummate the transactions contemplated herebyMerger. (b) Buyer is not Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (B) any filings as may be required to fileunder the DGCL in connection with the Merger, seek (C) any consent or obtain any notice, authorization, approval, Order, permit or consent approval of or registration or filing with the FCC, any State PUC and any Municipal Franchising Authority having regulatory authority over the business of the Company and its Subsidiaries as conducted in any given jurisdiction, and (D) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Merger, no consent or approval by, or notification of or registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), and (iii) the requirements of the HSR Act are complied with, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, or (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (DC), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer Except as set forth on Schedule 4.3, Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, except (i) any filings required to be made under the HSR Act or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Company of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby do not and will not (Ai) conflict with or violate any provision result in a breach of Buyer’s articles the certificate of incorporation or bylaws or similar equivalent organizational documentsdocuments of the Company or any of its Subsidiaries, (Bii) violate any Law except as set forth in Section 3.4(a) of the Disclosure Schedule, conflict with, breach or Order applicable to Buyer, (C) violate or constitute result in a breach of or default (with or give rise to any right of termination, cancellation, modification or acceleration, without regard to any giving of notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer any of the Company or its Subsidiaries is a party party, or accelerate Buyer’s obligations under by which any such ContractPerson or its properties, rights or assets are bound or (Diii) result assuming that all consents required pursuant to Section 3.4(b) have been obtained, and all filings described in such Section have been made, violate any Laws or Order applicable to the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Company or any of its SubsidiariesSubsidiaries or any such Person’s properties, exceptrights or assets, except where the occurrence of any of the foregoing described in the case of clauses (Aii) through or (D), as iii) above would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially impair, alter or delay the ability consummation of Buyer to consummate the transactions contemplated herebyMerger. (b) Buyer is not Except (1) as set forth in Section 3.4(b) of the Disclosure Schedule, (2) for filings under applicable requirements of the Securities Exchange Act of 1934, as amended, (3) for the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended (including the rules and regulations promulgated thereunder, the “HSR Act”), and the expiration or early termination of the applicable waiting period thereunder, if required, (4) for any filings as may be required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority under the DGCL in connection with the executionMerger and (5) for such consents, delivery and performance by Buyer approvals, notifications, registrations or filings the failure of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure which to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent have a Company Material Adverse Effect, no consent or materially impairapproval by, alter or delay notification of or registration or filing with, any Governmental Entity is required in connection with the ability execution, delivery and performance by the Company of Buyer to consummate this Agreement or the consummation of the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) the Sale Order, the Canadian Sale Recognition Order, and all other requisite Bankruptcy Court and Canadian Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), and (iii) the requirements of the HSR Act, Competition Act, and CTA are complied with, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions or the Financing, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, the Debt Commitment Letter, or any definitive documents with respect to the Financing, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (AB) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, except (i) any filings required to be made under the HSR Act, or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the The execution and delivery of this Agreement and any of the other agreements, documents and instruments contemplated by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby, nor performance or and the compliance by Buyer HDI, the Seller or their Affiliates with any of the terms provisions hereof or provisions hereofthereof, will not (Ai) conflict with or violate any provision result in a breach of Buyer’s articles the certificate of incorporation or bylaws or similar organizational documentsby-laws of either Company, (Bii) violate any Law conflict with or Order applicable to Buyer, (C) violate or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any loan or credit material note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other Contract material instrument or obligation to which Buyer HDI, the Seller or any of their Affiliates is a party party, or accelerate Buyer’s obligations under by which any such Contractparty's properties or assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1(d)), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to HDI, the Seller or any of their Affiliates or any such party's properties or assets or (Div) to the knowledge of HDI or the Seller, result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Lien against any properties or assets of Buyer the Shares or any of its Subsidiaries, except, any of the Acquired Assets. Except as set forth in the case of clauses (A) through (DSchedule 2.1(d), as would notno consent or approval by, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent notification of or with filing with, any Governmental Authority person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "Person" and collectively, "Persons") is required in connection with the execution, delivery and performance by Buyer HDI, the Seller or any of their Affiliates of this Agreement or any of the other agreements, documents and instruments contemplated by this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization hereby or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebythereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the The execution and delivery by Buyer Seller of this AgreementAgreement and the other Transaction Documents to which Seller is or will be a party does not, nor and the consummation by Buyer of the transactions contemplated herebyhereby and thereby will not, nor performance or compliance by Buyer with any of the terms or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles the Organizational Documents of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) BWR; result in the creation of any Encumbrance (other than Permitted Encumbrances) upon the Interests or the Acquired Assets, conflict with or result in a Permitted Encumbrancebreach of, require a Consent, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) on under, or give any properties person or assets of Buyer entity the right to terminate, accelerate or modify any of its Subsidiariesobligation or benefit under, exceptany contract, in lease, permit or order to which BWR is a party or by which BWR or the case of clauses (A) through (D), as would not, individually Acquired Assets are bound or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyaffected. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, The execution and delivery by Seller and performance by Buyer BWR of this Agreement and the other Transaction Documents to which BWR or Seller is or will be a party does not, and the consummation by Buyer of the transactions contemplated herebyhereby and thereby will not, except where failure to obtain such consent, approval, authorization or actionresult in a violation of, or require the Consent, other action by, or registration, declaration or filing with or notice to, any Governmental Authority under any Legal Requirement or Order applicable to make such filing Seller, BWR or notificationthe Acquired Assets. There is no pending or, to Seller’s Knowledge, threatened Proceeding against BWR or Seller before any court or Governmental Authority, to restrain or prevent the consummation of the transactions contemplated by this Agreement or that would not, individually or in the aggregate, reasonably be expected to prevent affect the right of BWR after the Closing to own and control the Interests or materially impair, alter or delay to use the ability Acquired Assets in a manner consistent with BWR’s use of Buyer to consummate the transactions contemplated herebyAcquired Assets as of the Effective Date.

Conflicts; Consents. Except as set forth on Schedule 5.3: (a) Assuming assuming that (iall approvals, or deemed approvals, required under the Laws described in Section 5.3(b)(i) requisite Bankruptcy Court approvals are have been obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) none of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Seller of this AgreementAgreement or any Seller Document, nor the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or the compliance by Buyer Seller with any of the terms provisions hereof or provisions hereof, thereof will (Ai) conflict with or violate result in any provision violation of Buyer’s articles the Organizational Documents of incorporation Seller or bylaws or similar organizational documentsthe Acquired Company, (Bii) violate conflict in any Law material respect with, or Order applicable to Buyer, (C) violate result in any material breach or constitute a breach violation of or material default (with or without notice or lapse of time, or both) under under, or give rise to a right of termination, modification, termination or cancelation cancellation of any obligation material right or to the loss of any benefitbenefit under, any of the terms material Contract, Permit or provisions of any loan or credit agreement or other Contract Order to which Buyer Seller or the Acquired Company is a party or accelerate Buyer’s obligations under by which Seller or the Acquired Company or any such Contract, or (D) result in of the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Seller or the Acquired Company are bound (other than Intercompany Contracts), (iii) result in any material violation of any Law by which Seller or the Acquired Company or any of its Subsidiariesthe properties or assets of Seller or the Acquired Company are bound or (iv) create any Lien on the Acquired Company Equity Interests or assets of the Acquired Company, exceptexcept to the extent that the terms of this Agreement constitute a Lien on the Acquired Company Equity Interests; and (b) none of the execution and delivery by Seller of this Agreement or any Seller Document, in the case consummation of clauses the transactions contemplated hereby or thereby or the compliance by Seller with any of the provisions hereof or thereof will require Seller or Acquired Company to obtain any Order or Permit of, or declare or file with, or give notification to, any Person (A) through (Dincluding any Governmental Body), except for (i) compliance with any applicable requirements of the HSR Act and (ii) such Orders, Permits, declarations, filings and notifications as to which the failure to obtain, make or give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with Seller’s ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or and the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebySeller Documents.

Conflicts; Consents. (a) Assuming that (i) the Sale Order and all other requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), and (iii) the requirements of the HSR Act are complied with, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions or the Financing, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, the Credit Agreement, or any definitive documents with respect to the Financing, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (AB) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, except (i) any filings required to be made under the HSR Act, or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither Neither the execution and delivery by Buyer of this AgreementAgreement or the Bill xx Sale, nor the consummation by Buyer of the transactions contemplated hereby, hereby or thereby nor performance or compliance by Buyer the Seller or Dynatech with any of the terms provisions hereof or provisions hereof, thereof will (Ai) conflict with or violate result in a breach of any provision of Buyer’s articles the charter, by-laws or other constituent documents of incorporation or bylaws or similar organizational documentsthe Seller, (Bii) violate any Law conflict with or Order applicable to Buyer, (C) violate or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modificationcancellation or acceleration) under, or cancelation give rise to the creation or imposition of any obligation security interest or to lien upon any properties or assets of the loss of any benefitSeller or Dynatech pursuant to, any of the terms or provisions of any loan or credit note, lease, mortgage, license, permit, agreement or other Contract obligation to which Buyer the Seller or Dynatech is a party or accelerate Buyer’s obligations under any such Contractparty, or by which the Seller or Dynatech, or any of the Seller's or Dynatech's properties or assets, may be bound or affected, except for such conflict, breach or default as to which waivers or consents shall be obtained by the Seller before the Closing (Dwhich waivers or consents are set forth in SCHEDULE 3.4(a)) unless the Purchaser in its sole discretion, expressly waives in writing the Seller's obligation hereunder to obtain the same, (iii) violate, in any material respect, any law, regulation, order or decree applicable to the Seller or Dynatech or any of the Seller's or Dynatech's properties or assets or (iv) result in the creation or imposition of any Encumbrance (material security interest or other than a Permitted Encumbrance) on encumbrance upon any properties property or assets of Buyer used or any of its Subsidiaries, except, held in connection with the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyBusiness. (b) Buyer is not SCHEDULE 3.4(b) contains a list of all registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications, waivers and other actions of any kind required to file, seek of any Person or obtain any notice, authorization, approval, Order, permit Government Authority or consent of or with any Governmental Authority private agencies in connection with the execution, delivery and performance by Buyer of this Agreement or the Bill xx Sale by the Seller or Dynatech, as applicable, or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization hereby or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebythereby.

Conflicts; Consents. (a) Assuming that (i) the Sale Order, the Canadian Sale Recognition Order, and all other requisite Bankruptcy Court and Canadian Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), and (iii) the requirements of the HSR Act, Competition Act, and CTA are complied with, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, hereof will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (AB) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions. (b) Buyer Except as set forth on Schedule 4.3(a), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, except (i) any filings required to be made under the HSR Act, or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. Except as set forth on Schedule 6.3: (a) Assuming that (iassuming all approvals, or deemed approvals, required under the Laws described in Section 6.3(b)(i) requisite Bankruptcy Court approvals are have been obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) none of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this AgreementAgreement or any Purchaser Document, nor the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or the compliance by Buyer Purchaser with any of the terms provisions hereof or provisions hereof, thereof will (Ai) conflict with or violate result in any provision violation of Buyer’s articles the Organizational Documents of incorporation or bylaws or similar organizational documentsPurchaser, (Bii) violate conflict in any Law material respect with, or Order applicable to Buyer, (C) violate result in any material breach or constitute a breach violation of or material default (with or without notice or lapse of time, or both) under under, or give rise to a right of termination, modification, termination or cancelation cancellation of any obligation material right or to the loss of any benefitbenefit under, any of the terms material Contract, Permit or provisions of any loan or credit agreement or other Contract Order to which Buyer Purchaser is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer by which Purchaser or any of its Subsidiariesproperties or assets is bound, exceptor (iii) result in any material violation of any Law by which Purchaser or any of its properties or assets is bound; (b) none of the execution and delivery by Purchaser of this Agreement or the Purchaser Documents, in the case consummation of clauses the transactions contemplated hereby or thereby or the compliance by Purchaser with any of the provisions hereof or thereof will require Purchaser to obtain any Order or Permit of, or declare or file with, or give notification to, any Person (A) through (Dincluding any Governmental Body), except for (i) compliance with any applicable requirements of the HSR Act and (ii) such Orders, Permits, declarations, filings and notifications as to which the failure to obtain, make or give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with Purchaser’s ability of Buyer to consummate the transactions contemplated hereby.by this Agreement and the Purchaser Documents; (bc) Buyer is not assuming all approvals, or deemed approvals, required under the Laws described in Section 6.3(d)(i) have been obtained, none of the execution and delivery by any Purchaser Designated Subsidiary of any Purchaser Document to filebe executed by it (rather than Purchaser), seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated herebyby any such Purchaser Document or the compliance by such Purchaser Designated Subsidiary with any of the provisions thereof will (i) conflict with or result in any violation of the Organizational Documents of such Purchaser Designated Subsidiary, (ii) conflict in any material respect with, or result in any material breach or violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation of any material right or benefit under, any material Contract, Permit or Order to which such Purchaser Designated Subsidiary is a party or by which such Purchaser Designated Subsidiary or any of its properties or assets is bound, or (iii) result in any material violation of any Law by which such Purchaser Designated Subsidiary or any of its properties or assets is bound; and (d) none of the execution and delivery by any Purchaser Designated Subsidiary of any Purchaser Document to be executed by it (rather than Purchaser), the consummation of the transactions contemplated by the Purchaser Documents or the compliance by such Purchaser Designated Subsidiary with any of the provisions thereof will require such Purchaser Designated Subsidiary to obtain any Order or Permit of, or declare or file with, or give notification to, any Person (including any Governmental Body), except where for (i) compliance with any applicable requirements of the HSR Act and (ii) such Orders, Permits, declarations, filings and notifications as to which the failure to obtain such consentobtain, approval, authorization make or action, or to make such filing or notification, give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with such Purchaser Designated Subsidiary’s ability of Buyer to consummate the transactions contemplated herebyby such Purchaser Document.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) performance by each of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Buyer and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or and compliance by Buyer and Merger Sub with any of the terms or and provisions hereof, does not and will not (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the certificates of incorporation, by-laws or other constitutive documents of Buyer or Merger Sub; (ii) violate, conflict with, breach, result in the loss of any benefit, constitute a default (or an event that, with or without notice or lapse of time, or both) under , would constitute a default), or give rise to a any right of termination, modificationcancellation or acceleration, or cancelation of any obligation or to the loss of any benefit, under any of the terms or provisions of any loan note, bond, lease, mortgage, indenture, or credit any license, franchise, permit, agreement or other Contract instrument or obligation to which any of Buyer or Merger Sub is a party party, or accelerate Buyer’s obligations under by which any such Contract, Person or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any its properties or assets of are bound; or (iii) violate any Laws applicable to Buyer or Merger Sub or any such Person’s properties or assets, except where the occurrence of any of its Subsidiaries, except, the foregoing described in the case of clauses (Aii) through or (D), as would notiii) above, individually or in the aggregate, would not reasonably be expected to prevent or materially impair, alter or delay the ability consummation of Buyer to consummate the transactions contemplated herebyMerger. (b) Buyer is not Except for (A) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder; (B) any filings as may be required to file, seek under the DGCL in connection with the Merger; (C) the consents or obtain any notice, authorization, approval, Order, permit or consent approvals of or registrations or filings with the FCC, any State PUC and any Municipal Franchising Authority having regulatory authority over the business of Buyer and its Subsidiaries as conducted in any given jurisdiction in connection with the transactions contemplated hereby; (D) any filings that may be required under securities Laws; and (E) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the aggregate, would not reasonably be expected to prevent or materially delay consummation of the Merger, no consent or approval by, or notification of or registration or filing with, any Governmental Authority Entity is required in connection with the execution, delivery and performance by Buyer or Merger Sub of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents Except as set forth on Section 6.3(a) Schedule 5.3(a), the execution, delivery and performance by Purchaser of this Agreement or any Ancillary Document to which it is a party, the compliance by Purchaser with any of the Disclosure Schedules are madeprovisions hereof or thereof, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby and the taking by Purchaser of any other action contemplated hereby or thereby, nor performance do not and will not (i) contravene, violate or compliance by Buyer conflict with any of the terms term or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar its organizational documents, (Bii) contravene, violate or conflict with any Law order, writ, injunction, judgment or Order decree applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiariesproperties or assets, except(iii) contravene, violate or conflict with any Law applicable to Purchaser, other than, in the case of clauses (Aii) through and (Diii), as any such contravention, violation, conflict, creation, imposition or affect that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on Purchaser’s ability to prevent perform its obligations under this Agreement and the Ancillary Documents to which it is a party, to assume and perform the Assumed Liabilities or materially impair, alter or delay the ability of Buyer to consummate on a timely basis the transactions contemplated hereby. (b) Buyer is not required to fileExcept as set forth on Schedule 5.3(b), seek or obtain any noticeno consent, authorizationwaiver, approval, Orderorder or authorization of, permit or consent of registration, qualification, designation or filing with any Person or Governmental Authority Body is required in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the Ancillary Documents to which it is a party, the performance by Purchaser with its obligations hereunder or thereunder, the consummation by Buyer of the transactions contemplated herebyhereby or thereby, except where the assumption and performance of the Assumed Liabilities or the taking by Purchaser of any other action contemplated hereby or thereby, other than such filings, notices or consents, the failure to obtain such consent, approval, authorization or action, or of which to make such filing or notification, obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a material adverse effect on Purchaser’s ability to prevent perform its obligations under this Agreement and the Ancillary Documents to which it is a party, to assume and perform the Assumed Liabilities or materially impair, alter or delay the ability of Buyer to consummate on a timely basis the transactions contemplated herebyhereby or thereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) performance by Purchaser of this Agreement or any Ancillary Document to which it is a party, the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) compliance by Purchaser with any of the Disclosure Schedules are madeprovisions hereof or thereof, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby and the taking by Purchaser of any other action contemplated hereby or thereby, nor performance do not and will not contravene, violate or compliance by Buyer conflict with any of the terms term or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyOrganizational Documents. (b) Buyer is not required Except for obtaining Sellers’ and third party consents related to filethe Assigned Contracts, seek or obtain any noticeno consent, authorizationwaiver, approval, Orderorder or authorization of, permit or consent of registration, qualification, designation or filing with any Person or Governmental Authority Body is required in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the Ancillary Documents to which it is a party, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation by Buyer of the transactions contemplated herebyhereby or thereby, except where the assumption and performance of the Assumed Liabilities or the taking by Purchaser of any other action contemplated hereby or thereby, other than such filings, notices or consents, the failure to obtain such consent, approval, authorization or action, or of which to make such filing or notification, obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a Material Adverse Effect on Purchaser’s ability to prevent perform its obligations under this Agreement and the Ancillary Documents to which it is a party, to assume and perform the Assumed Liabilities or materially impair, alter or delay the ability of Buyer to consummate on a timely basis the transactions contemplated herebyhereby or thereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtainedThe execution, delivery and (ii) the noticesperformance by each of Buyer, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution Intermediate and delivery by Buyer Merger Sub of this Agreement, nor Agreement and the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, hereby do not and will not (Ai) conflict with or result in a breach of the certificates of incorporation, bylaws or other constitutive documents of Buyer, Intermediate or Merger Sub, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of Buyer, Intermediate or Merger Sub is a party, or by which any such Person or its properties or assets are bound or (iii) assuming that all consents referred to in Section 5.3(b) have been obtained, and all filings described in such Section have been made, violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order Laws applicable to Buyer, (C) violate Intermediate or constitute a breach of Merger Sub or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Person’s properties or assets of Buyer or any of its Subsidiariesassets, except, in the case cases of clauses (Aii) through or (Diii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of have a Buyer to consummate the transactions contemplated herebyMaterial Adverse Effect. (b) Buyer is not Except for the filings, consents, approvals, notifications and registrations (i) under the HSR Act, (ii) under the Competition Act, (iii) the filing of the Certificate of Merger as may be required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority under the DGCL in connection with the execution, delivery Merger and performance by Buyer (iv) the failure of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure which to obtain such consent, approval, authorization or action, or to make such filing or notification, be obtained which would not, individually or in the aggregate, reasonably be expected to prevent have a Buyer Material Adverse Effect, no consent or materially impairapproval by, alter or delay notification of or registration or filing with, any Governmental Entity is required in connection with the ability execution, delivery and performance by Buyer, Intermediate or Merger Sub of Buyer to consummate this Agreement or the consummation of the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents Except as set forth on Section 6.3(a2.1(d) of the Disclosure Schedules are made, given or obtained (as applicable)Schedule, neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated hereby, hereby nor performance or compliance by Buyer the Sellers with any of the terms or provisions hereof, will hereof will: (Ai) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute result in a breach of the charter, by-laws or other constitutive documents of the Sellers or the Company (collectively, the “Seller Parties”), (ii) conflict with or result in a default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any loan or credit agreement or other binding upon the Seller Parties, including any contract identified on the Material Contract List referred to in Section 2.1(l), which Buyer is a party or accelerate Buyer’s would adversely affect the ability of the Sellers to perform their respective duties and obligations under this Agreement, or which would have a Material Adverse Effect, (iii) violate any such Contractlaw, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller Parties or a Seller Party’s properties or assets which would adversely affect the ability of the Sellers to perform their respective duties and obligations under this Agreement, or which would have a Material Adverse Effect, or (Div) result in the imposition or creation of any Encumbrance (Lien upon or with respect to the Shares or the assets of the Company. Except as set forth on Section 2.1(d) of the Disclosure Schedule, no consent or approval by, or any notification of or filing with, any public body or authority is required to be obtained or made at or prior to the Closing by the Seller Parties other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiariesantitrust filing contemplated in Section 3.14, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer the Sellers of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits Orders or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.3 are made, given or obtained (as applicable), neither none of (x) the execution and delivery by Buyer Sellers of this AgreementAgreement or the other Transaction Agreements to which it is a party, nor (y) the consummation by Buyer Sellers of the transactions contemplated herebyhereby or thereby, nor or (z) the performance or compliance by Buyer Sellers with any of the terms or provisions hereof, will hereof or thereof (A) conflict with or violate any provision of Buyera Seller’s articles certificate of incorporation or bylaws bylaws, certificate of formation or similar organizational limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (B) violate any Law or Order applicable to BuyerSellers or their assets, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or loan, credit agreement or other Material Contract to which Buyer is a party or accelerate Buyerany Seller’s obligations under any such loan, credit agreement or other Material Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance or DIP Encumbrance) on any properties or assets of Buyer or any of its SubsidiariesSeller, except, in the case of clauses (AB) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect or to materially impair, alter impair or delay the Sellers’ ability of Buyer to consummate the transactions contemplated herebyby this Agreement and the other Transaction Agreements. (b) Buyer is Except as set forth on Schedule 3.3, Sellers are not required to file, seek or obtain any notice, authorization, approval, Order, permit permit, registration with or consent of or with any Governmental Authority Body, in connection with the execution, delivery and performance by Buyer Sellers of this Agreement or the other Transaction Agreements to which they are a party or the consummation by Buyer Seller of the transactions contemplated herebyhereby or thereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect or to materially impair, alter impair or delay the Sellers’ ability of Buyer to consummate the transactions contemplated herebyby this Agreement and the other Transaction Agreements.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither Neither the execution and delivery by Buyer Seller of this Agreement, any of the Transaction Documents nor the performance or consummation by Buyer of the transactions contemplated herebythereby (including, nor without limitation, the assignment to Buyer of the Assigned Rights) to be performed or consummated by Seller will: (i) contravene, conflict with, result in a breach or violation of, constitute a default under, or accelerate the performance provided by, in any material respects any provisions of: (A) any law, rule, ordinance or compliance regulation of any Governmental Authority, or any judgment, order, writ, decree, permit or license of any Governmental Authority, in any case, applicable to the Purchased Interest or the Collateral; or (B) any material contract, agreement, commitment or instrument to which Seller is a party or by Buyer with which any of the terms Collateral is bound or provisions hereofcommitted; (ii) except for the filing of the UCC-1 financing statements required hereunder (or under the Protective Rights Agreement) and notices contemplated by the Transaction Documents, will (A) conflict with or violate require any provision of Buyer’s articles of incorporation or bylaws or similar organizational documentsnotification to, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of timefiling with, or bothconsent of, any Person or Governmental Authority; (iii) under or give rise to a any right of termination, modification, cancellation or cancelation acceleration of any right or obligation of Seller or any other Person as such right or obligation relates to the Purchased Interest, the Purchased Interest Payments or any of the other Collateral or to the a loss of any benefitbenefit relating to the Purchased Interest, the Purchased Interest Payments or any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, Collateral; or (Div) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) Lien on any properties or assets of Buyer the Purchased Interest, the Purchased Interest Payments or any of its Subsidiariesthe other Collateral, except, other than in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability favor of Buyer pursuant to consummate the transactions contemplated herebyProtective Rights Agreement. (b) Buyer Except pursuant to the Transaction Documents, Seller has neither granted nor agreed to grant to any Person other than Buyer, nor does there exist, any Lien granted by Seller on the Purchased Interest or any other Collateral other than pursuant to the Protective Rights Agreement. (c) Neither Seller nor any of its property is not required subject (i) to fileany judgment, seek order, writ or obtain any notice, authorization, approval, Order, permit or consent decree of or with any Governmental Authority or (ii) to any contract, agreement, commitment or instrument, which, in connection with either case of clause (i) or clause (ii), the execution, delivery and performance violation or breach of which by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, Seller could reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents. (a) Assuming that (ia) requisite Bankruptcy Court approvals are obtained, and (iib) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act are complied with, and (d) made, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated hereby, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of Buyer’s articles of incorporation with or bylaws or similar organizational documents, (B) violate any Law or Order applicable to BuyerPurchaser, (Ciii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of or give rise to a right of termination, modification, acceleration or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate Buyer’s obligations under any such Contractparty, or (Div) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (Ai) through (Div), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions have a material adverse effect contemplated herebyby this Agreement. (b) Buyer Except as set forth on Schedule 4.3(b), Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated hereby, except where failure except (i) any filings required to obtain be made under the HSR Act, (ii) such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably filings as may be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.required by any xxxx on Schedule

Conflicts; Consents. (aExcept as set forth on Schedule 3.3(a) Assuming and assuming that (iy) requisite Bankruptcy Court approvals are obtained, and (iix) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 3.3(b) of the Disclosure Schedules are made, given or obtained (as applicable), neither (y) the execution requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with and (z) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution, delivery and performance by Buyer Seller of this Agreement, nor Agreement and the consummation by Buyer Seller of the transactions contemplated hereby, nor performance do not: (i) violate the certificate of formation, limited liability company agreement or compliance by Buyer with equivalent organizational documents of the Company or any of the terms or provisions hereof, will its Subsidiaries; (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to Buyerthe Company or any of its Subsidiaries or by which any of the Acquired Assets is bound; or (iii) result in any breach of, (C) violate or constitute a breach of or default (or an event that, with or without notice or lapse of timetime or both, would become a default) under, create in any party thereto the right to terminate or cancel, or both) under or give rise to a right of termination, modificationrequire any consent under, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any properties property or assets asset of Buyer the Company or any of its SubsidiariesSubsidiaries under, any Lease or Contract listed on Schedule 3.7(a); except, in each case, for any such violations, breaches, defaults or other occurrences that are not material to the case of clauses (A) through (DBusiness taken as a whole. Except as set forth on Schedule 3.3(b), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer Seller is not required to file, seek or obtain any notice, authorization, approval, Order, permit permit, or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Seller of this Agreement or the consummation by Buyer Seller of the transactions contemplated hereby, except (i) requisite Bankruptcy Court approvals, (ii) any filings required to be made under the HSR Act and any Foreign Competition Laws, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, (iv) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would notis not material to the Business taken as a whole, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.or

Conflicts; Consents. (a) Assuming Except as set forth on Schedule 3.3(a) and assuming that (iw) requisite Bankruptcy Court approvals are obtained, and (iix) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 3.3(b) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution execution, delivery and delivery performance by Buyer Sellers of this Agreement, nor Agreement and the consummation by Buyer Sellers of the transactions contemplated hereby, nor performance do not: (i) violate the certificate of formation, limited liability company agreement or compliance by Buyer with equivalent organizational documents of the Company or any of the terms or provisions hereof, will its Subsidiaries; (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (Bii) violate any Law or Order applicable to Buyerthe Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound; or (iii) result in any breach of, (C) violate or constitute a breach of or default (or an event that, with or without notice or lapse of timetime or both, would become a default) under, create in any party thereto the right to terminate or cancel, or both) under or give rise to a right of termination, modificationrequire any consent under, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on any properties property or assets asset of Buyer the Company or any of its SubsidiariesSubsidiaries under, any Assigned Contracts; except, in with respect to the case of clauses foregoing clause (A) through (Diii), for any such breaches, defaults or other occurrences that are not material to the Acquired Business taken as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebya whole. (b) Buyer is Except as set forth on Schedule 3.3(b), Sellers are not required to file, seek or obtain any notice, authorization, approval, Order, permit permit, or consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Sellers of this Agreement or the consummation by Buyer Sellers of the transactions contemplated hereby, except (i) requisite Bankruptcy Court approvals or (ii) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in is not material to the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyAcquired Assets and Assumed Liabilities taken as a whole.

Conflicts; Consents. (a) Assuming that (i) the Confirmation Order and all other requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents and Consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyhereby or thereby, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (AB) through (DC), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyhereby or thereby. (b) Buyer Purchaser is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent Consent of or with any Governmental Authority Body in connection with the execution, delivery and performance by Buyer Purchaser of this Agreement or the consummation by Buyer Purchaser of the transactions contemplated herebyhereby or thereby, except (i) where failure to obtain such consentConsent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyhereby or thereby or (ii) except as set forth on Schedule 4.3(a).

Conflicts; Consents. Except as set forth on Schedule 5.3: (a) Assuming assuming that (iall approvals, or deemed approvals, required under the Laws described in Section 5.3(b)(i) requisite Bankruptcy Court approvals are have been obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) none of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer any Seller of this AgreementAgreement or any Seller Document, nor the consummation by Buyer of the transactions contemplated hereby, nor performance hereby or thereby or the compliance by Buyer any Seller with any of the terms provisions hereof or provisions hereof, thereof will (Ai) conflict with or violate result in any provision violation of Buyer’s articles the Organizational Documents of incorporation Sellers or bylaws or similar organizational documentsthe Acquired Companies, (Bii) violate conflict in any Law material respect with, or Order applicable to Buyer, (C) violate result in any material breach or constitute a breach violation of or material default (with or without notice or lapse of time, or both) under under, or give rise to a right of termination, modification, termination or cancelation cancellation of any obligation material right or to the loss of any benefitbenefit under, any of the terms material Contract, Permit or provisions of any loan or credit agreement or other Contract Order to which Buyer any Seller or Acquired Company is a party or accelerate Buyer’s obligations under by which any such Contract, Seller or (D) result in Acquired Company or any of the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer any Seller or Acquired Company are bound (other than Intercompany Contracts), (iii) result in any material violation of any Law by which any Seller or Acquired Company or any of its Subsidiariesthe properties or assets of any Seller or Acquired Company are bound or (iv) create any Lien on the Acquired Companies Equity Interests or assets of the Acquired Companies, exceptexcept to the extent that the terms of this Agreement constitute a Lien on the Acquired Companies Equity Interests; and (b) none of the execution and delivery by any Seller of this Agreement or any Seller Document, in the case consummation of clauses the transactions contemplated hereby or thereby or the compliance by any Seller with any of the provisions hereof or thereof will require any Seller or Acquired Company to obtain any Order or Permit of, or declare or file with, or give notification to, any Person (A) through (Dincluding any Governmental Body), except for (i) compliance with the applicable requirements of the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) (the “German Competition Law”) or any other merger control, foreign investment or similar Law to which this Agreement is subject (collectively, with the German Competition Law, the “Applicable Competition Laws”) and (ii) such Orders, Permits, declarations, filings and notifications as to which the failure to obtain, make or give the same would not, individually or in the aggregate, not reasonably be expected to prevent or materially impair, alter or delay the interfere with Sellers’ ability of Buyer to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or and the consummation by Buyer of the transactions contemplated hereby, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebySeller Documents.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (Except as applicabledisclosed in Schedule 3.2(D), neither the execution and delivery of this Agreement, or any of the other agreements referenced herein to which Sellers are a party, nor the consummation of the transaction contemplated hereby or thereby, will conflict with, violate, or result in a material breach or default under (with or without the giving of notice or the passage of time or both) (i) the Articles of Incorporation or Bylaws and any amendment thereof of the Sellers, (ii) any license, instrument, contract, or agreement to which any Seller is a party by Buyer which any Seller is bound, (iii) any law, order, rule, regulation, writ, injunction, or decree that is applicable to any Seller. Except as disclosed in 3.2(D), neither the execution nor the delivery by Sellers of this Agreement, nor the consummation by Buyer Sellers of the transactions contemplated hereby, nor performance hereby or compliance by Buyer with any of the terms or provisions hereof, thereby will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on lien, claim, right, charge, encumbrance, or security interest of any properties nature or assets type whatsoever, with respect to any of Buyer the Acquired Assets of the Sellers. Except as disclosed in Schedule 3.2(D), neither the execution and delivery of this Agreement by Sellers, nor the consummation by the Sellers of the transaction contemplated hereby, will require any consent, permit, license, approval of, or any filing with, any governmental or private entity, body or other person, firm or other entity. Except as disclosed in Schedule 3.2(D), the consummation of its Subsidiariesthis Agreement will not result in a breach of, exceptconstitute default under, result in the case acceleration of, create in any party the right to accelerate, terminate, modify, or cancel or require any notice under, any contract, lease, sub-lease, license, sub-license, franchise, permit, indenture, agreement, mortgage, instrument of clauses (A) through (D)indebtedness, as would notsecurity interest, individually or other arrangement to which any of the Sellers is a party, or by which Sellers are bound or by which any of their assets are subject, or result in the aggregateimposition of any security interest upon any of the Acquired Assets. The Sellers do not need to give any notice, reasonably be expected to prevent make any filing with, or materially impairobtain any authorization, alter consent or delay approval of any government or governmental agencies in order for the ability of Buyer parties to consummate the transactions contemplated hereby. (b) Buyer is not required to file, seek or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated herebyAgreement, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or as set forth in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebySchedules.