Common use of CONSENT AND APPROVALS; NO VIOLATION Clause in Contracts

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby will: 4.3.1 conflict with any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (iv) the filing of the Merger Certificate pursuant to the applicable law or (v) where the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the CoBancorp Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub CoBancorp, nor the consummation by Purchaser and Sub CoBancorp of the transactions contemplated hereby will: 4.3.1 hereby, nor compliance by CoBancorp with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other similar governing documentsencumbrance upon any of the properties or assets of CoBancorp or any of the CoBancorp Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which CoBancorp or any CoBancorp Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the CoBancorp Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to CoBancorp or any CoBancorp Subsidiary or any of Purchaser their respective properties or Sub; 4.3.2 assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on CoBancorp, or (d) require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunderSecurities Act, (ii) filing certificates of merger pursuant to the OGCL, (iii) pursuant to state filings required under the securities or blue sky laws relating to takeovers and state securities laws, if any are applicableof the various states, (iv) filings with, and approval by, the filing of the Merger Certificate pursuant to the applicable law or FRB, (v) where filings with, and approval by, the failures OCC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to obtain such any applicable State Takeover Approvals, or (ix) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notifications, would not in the aggregate notifications which have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have either been obtained or made prior to the Closing or which, in the aggregateif not obtained or made, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder.will neither,

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the Company Disclosure Letter neither the execution and delivery of this Agreement by Purchaser and Sub Company nor the consummation by Purchaser and Sub Company of the transactions contemplated hereby will: 4.3.1 will (a) conflict with or result in any breach of any provision of the respective Certificates its articles of Incorporation incorporation or Bylaws By-laws of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other similar governing documentsencumbrance upon any of the properties or assets of Company or any of Company Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any Company Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules Securities Act, (ii) filing the Certificate of Merger and regulations thereunderthe Certificate of Designation, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicablefiling the Plan of Merger, (iv) filings required under the filing securities or blue sky laws of the Merger Certificate pursuant to the applicable law or various states, (v) where filing under the failures HSR Act, (vi) filings with, and approval by, the FRB, (vii) filings with, and approvals by, the State Entities, (viii) filings and approvals pursuant to obtain such any applicable state takeover law, (ix) filings and approvals under the SBIA or (x) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notificationsnotifications which, would if not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or whichmade will not, individually or in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderMaterial Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the Security First Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub Security First, nor the consummation by Purchaser and Sub Security First of the transactions contemplated hereby will: 4.3.1 hereby, nor compliance by Security First with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other similar governing documentsencumbrance upon any of the properties or assets of Security First or any of the Security First Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Security First or any Security First Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the Security First Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on Security First, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Security First or any Security First Subsidiary or any of Purchaser their respective properties or Sub; 4.3.2 assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on Security First, or (d) require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules Securities Act, (ii) filing certificates of merger pursuant to the OGCL and regulations thereunderthe DGCL, (iii) pursuant to state filings required under the securities or blue sky laws relating to takeovers and state securities laws, if any are applicableof the various states, (iv) filings with, and approval by, the filing of the Merger Certificate pursuant to the applicable law or FRB, (v) where filings with, and approval by, the failures OTS, (vi) filings with, and approval by the OCC, (vii) filings and approvals pursuant to obtain such any applicable State Takeover Approvals, or (viii) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notifications, would not in the aggregate notifications which have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have either been obtained or made prior to the Closing or which, if not obtained or made, will neither, individually or in the aggregate, would not have any material adverse effect a Material Adverse Effect on Security First nor restrict Security First's legal authority to execute and deliver this Agreement and consummate the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereundertransactions contemplated hereby.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the ----------------------------------- Allegiant Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub Allegiant nor the consummation by Purchaser and Sub Allegiant of the transactions contemplated hereby will: 4.3.1 will (a) conflict with or result in any breach of any provision of the respective Certificates its Amended and Restated Articles of Incorporation or Bylaws By-laws of Allegiant, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other similar governing documentsencumbrance upon any of the properties or assets of Allegiant or any Allegiant Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Allegiant or any Allegiant Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunderSecurities Act, (ii) filing the Delaware Certificate of Merger, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicablefiling the Missouri Articles of Merger, (iv) filings required under the filing securities or blue sky laws of the Merger Certificate pursuant to the applicable law or various states, (v) where filing under the failures HSR Act, (vi) filings with, and approval by, the FRB, (vii) filings with, and approval by, the MDF, (viii) filings with, and approvals by, the State Entities, (ix) filings and approvals pursuant to obtain such any applicable state takeover law, (x) filings and approvals under the SBIA or (xi) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notificationsnotifications which, would if not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or whichmade will not, individually or in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderMaterial Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby will: 4.3.1 conflict with any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (iv) the filing of the Merger Certificate pursuant to the applicable law or (v) where the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not riot in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as described on SCHEDULE 4.3, Seller has obtained all governmental approvals, authorizations, permits, licenses, and orders required for the lawful operation of the Business and the Purchased Assets as presently conducted. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental or regulatory authority is required in connection with any respect of the execution, delivery and performance of this Agreement. Except as set forth in SCHEDULE 4.3, there is no requirement applicable to Seller to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental authority as a condition to the lawful consummation by Seller of the transactions contemplated hereby, and the execution and delivery of this Agreement by Purchaser Seller and Sub nor the consummation performance of this Agreement by Purchaser and Sub of the transactions contemplated hereby will: 4.3.1 Seller will not (a) conflict with any provision of the respective Certificates articles of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR ActSeller, (iib) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (iv) the filing of the Merger Certificate pursuant to the applicable law or (v) where the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, agreement agreement, lease or other instrument or obligations obligation relating to the Business and to which Purchaser or any of its subsidiaries Seller is a party or by to which Purchaser or any of its subsidiaries or any of their respective assets the Purchased Assets may be boundsubject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been or will be obtained prior to the Closing Date, or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 (c) violate any law, statute, rule, regulation, order, writ, injunctioninjunction or decree of any federal, decree, statute, rule state or regulation local governmental authority (a "Governmental Authority") that is applicable to Purchaser Seller or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderPurchased Assets.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the Allegiant Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub Allegiant nor the consummation by Purchaser and Sub Allegiant of the transactions contemplated hereby will: 4.3.1 will (a) conflict with or result in any breach of any provision of the respective Certificates its Amended and Restated Articles of Incorporation or Bylaws By-laws of Allegiant, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other similar governing documentsencumbrance upon any of the properties or assets of Allegiant or any Allegiant Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Allegiant or any Allegiant Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunderSecurities Act, (ii) filing the Delaware Certificate of Merger, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicablefiling the Missouri Articles of Merger, (iv) filings required under the filing securities or blue sky laws of the Merger Certificate pursuant to the applicable law or various states, (v) where filing under the failures HSR Act, (vi) filings with, and approval by, the FRB, (vii) filings with, and approval by, the MDF, (viii) filings with, and approvals by, the State Entities, (ix) filings and approvals pursuant to obtain such any applicable state takeover law, (x) filings and approvals under the SBIA or (xi) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notificationsnotifications which, would if not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or whichmade will not, individually or in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderMaterial Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the Company Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub Company nor the consummation by Purchaser and Sub Company of the transactions contemplated hereby will: 4.3.1 will (a) conflict with or result in any breach of any provision of the respective Certificates its articles of Incorporation incorporation or Bylaws code of regulations of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other similar governing documentsencumbrance upon any of the properties or assets of Company or any Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any Company Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules Securities Act, (ii) filing the Delaware Certificate of Merger and regulations thereunderCertificate of Designation, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicablefiling the Ohio Certificate of Merger, (iv) filings required under the filing securities or blue sky laws of the Merger Certificate various states, (v) filings under the HSR Act, (vi) filings with, and approval by, the FRB, (vii) filings with, and approvals by, the State Entities, (including, but not limited to, the Ohio Superintendent of Financial Institutions, the Arizona Director of Insurance and such other state bank and insurance regulatory agencies) as may be required, (viii) filings and approvals pursuant to any applicable state takeover law, (ix) filings and approvals under the SBIA, (x) any consents, authorizations, approvals, filings or exemptions in connection with compliance with applicable provisions of federal and state securities laws relating to the regulations of broker-dealers, investment advisers or transfer agents, (xi) any filings with, approvals by and notifications pursuant to the applicable law rules and regulations of the NASD, (xii) any consents, authorizations, approvals, filings or exemptions in connection with the Fannie Mae Delegated Underwriting and Servicing lending activities of Coxxxxx ox xny Company Subsidiary, or (vxiii) where the failures to obtain such consents' , approvals, authorizations or authorizations, permits, or to make such filings or notificationsnotifications which, would if not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or whichmade will not, individually or in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderMaterial Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser Parent and Sub Purchaser, nor the consummation by Purchaser and Sub of the transactions contemplated hereby hereby, will: 4.3.1 (a) conflict with any provision of the respective Certificates articles of Incorporation incorporation or Bylaws (bylaws of Parent or other similar governing documents) the certificate of Purchaser incorporation or Subbylaws of Purchaser; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (i) in connection with the filing of a premerger notification and report form under the HSR Act, (ii) pursuant the filing with the SEC of (x) the Schedule 14D-1, (y) the Company Proxy Statement relating to the approval by the Company's shareholders of the Agreement as contemplated by Section 1.8 of the Agreement, if such approval is required by law, and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement, the Tender Agreement and the rules transactions contemplated hereby and regulations thereunderthereby, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicablethe filing of the Certificate of Merger with the Department of State of the State of New York, (iv) the filing of a registration statement by Purchaser with the Merger Certificate pursuant to New York attorney general and the applicable law or satisfaction of certain disclosure requirements under Article 16 of the NYBCL, and (v) except to the extent that consents are required from, or early repayment would be required to, the Company's current lenders in connection with the financing contemplated by Section 4.5, where the failures failure to obtain such consents' , approvals, authorizations or permits, permits or the failure to make such filings or notifications, notifications would not in the aggregate have any a material adverse effect on the results of operationsfinancial condition, business, properties or financial condition results of Purchaser operations of Parent and its subsidiaries subsidiaries, taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderwhole; 4.3.3 (c) except as disclosed to the Company in writing by Parent or Purchaser, conflict with, result in the breach of or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material note, lease, mortgage, license, agreement or other instrument or obligations obligation to which Parent or Purchaser or any of its subsidiaries is a party or by which Parent or Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any a material adverse effect on the financial condition, business business, properties or results of operations of Purchaser Parent and its subsidiaries subsidiaries, taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunderwhole; or 4.3.4 (d) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent or Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any such a manner as to result in a material adverse effect on the financial condition, business business, properties or results of operations of Purchaser Parent and its subsidiaries subsidiaries, taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderwhole.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby will: 4.3.1 (a) conflict with any provision of the respective Certificates Articles of Incorporation or Bylaws By-Laws (or other similar governing documents) of Purchaser or SubPurchaser; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityUnited States federal or state governmental or regulatory authority, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (ivii) the filing of the Articles of Merger Certificate pursuant to the applicable law URBCA, or (viii) where the failures to obtain such consents' , approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 (c) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their its obligations thereunder; or 4.3.4 (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub Fidelity nor the consummation by Purchaser and Sub Fidelity of the transactions contemplated hereby will: 4.3.1 will (a) conflict with or result in any breach of any provision of the respective Certificates its certificate of Incorporation incorporation or Bylaws (or other similar governing documents) by-laws of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR ActFidelity, (iib) pursuant to the Exchange Act and the rules and regulations thereunderviolate, (iii) pursuant to state laws relating to takeovers and state securities lawsconflict with, if any are applicable, (iv) the filing of the Merger Certificate pursuant to the applicable law or (v) where the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right lien or other encumbrance upon any of terminationthe properties or assets of Fidelity or any Fidelity Subsidiary under, cancellation or acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligations obligation to which Purchaser Fidelity or any of its subsidiaries Fidelity Subsidiary is a party or by to which Purchaser or any of its subsidiaries they or any of their respective properties or assets may be boundare subject, except for such defaults violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (c) require any consent, approval, authorization or rights permit of terminationor from, cancellation or accelerationfiling with or notification to, any Governmental Authority, except (i) as pursuant to which requisite waivers the Exchange Act and the Securities Act, (ii) filing the Delaware Certificate of Merger, (iii) filings required under the securities or consents have been blue sky laws of the various states, (iv) filing under the HSR Act, (v) filings with, and approval by, the FRB, (vi) filings with, and approval by, the OTS, (vii) filings with, and approvals by, the State Entities, (viii) filings and approvals under the SBIA or (ix) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or whichmade will not, individually or in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderMaterial Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub Company nor the consummation by Purchaser and Sub Company of the transactions contemplated hereby will: 4.3.1 will (a) conflict with or result in any breach of any provision of the respective Certificates its articles of Incorporation incorporation or Bylaws code of regulations of Company, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other similar governing documentsencumbrance upon any of the properties or assets of Company or any Company Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Company or any Company Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect or (c) of Purchaser or Sub; 4.3.2 require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with pursuant to the Exchange Act, (ii) filing the Delaware Certificate of Merger, (iii) filing the Ohio Certificate of Merger, (iv) filings required under the securities or blue sky laws of the various states, (v) filings under the HSR Act, (iivi) filings with, and approval by, the FRB, (vii) filings with, and approvals by, the State Entities, (viii) filings and approvals pursuant to any applicable state takeover law, (ix) any consents, authorizations, approvals, filings or exemptions in connection with compliance with applicable provisions of federal and state securities laws relating to the Exchange Act regulations of broker-dealers, investment advisers or transfer agents, (x) any filings with, approvals by and notifications pursuant to the rules and regulations thereunderof the NASD, or (iiixi) pursuant to state laws relating to takeovers and state securities lawsconsents, approvals, authorizations, permits, filings or notifications which, if any are applicable, (iv) the filing of the Merger Certificate pursuant to the applicable law or (v) where the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or whichmade will not, individually or in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderMaterial Adverse Effect.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby will: 4.3.1 (a) conflict with any provision of the respective Certificates Articles of Incorporation or Bylaws By-Laws (or other similar governing documents) of Purchaser or SubPurchaser; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityUnited States federal or state governmental or regulatory authority, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (ivii) the filing of the Articles of Merger Certificate pursuant to the applicable law URBCA, or (viii) where the failures to obtain such consents' , approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 (c) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except ex- cept for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their its obligations thereunder; or 4.3.4 (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder.

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and delivery of this Agreement by Purchaser Parent and Sub Merger Sub, nor the consummation by Purchaser and Sub of the transactions contemplated hereby hereby, will: 4.3.1 (a) conflict with any provision of the respective Certificates articles of Incorporation incorporation or Bylaws (bylaws of Parent or other similar governing documents) of Purchaser or Merger Sub; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (i) in connection with the filing of a premerger notification and report form under the HSR Act, (ii) pursuant the filing with the SEC of the Company Proxy Statement relating to the approval and adoption by the Company's stockholders of the Merger and this Agreement as contemplated by Section 1.5 of this Agreement, if such approval is required by law, and such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement, the Stockholder Agreements and the rules transactions contemplated hereby and regulations thereunderthereby, (iii) pursuant to state laws relating to takeovers and state securities lawsobtaining all necessary approvals under the Gaming Laws, if any are applicableincluding those required by the Gaming Authorities, (iv) the filing of the Articles of Merger Certificate pursuant to with the applicable law or Secretary of State of the State of Nevada, and (v) where the failures failure to obtain such consents' , approvals, authorizations or permits, permits or the failure to make such filings or notifications, notifications would not in the aggregate have any a material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Parent and Merger Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of consummate the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereundertransactions contemplated hereby; or 4.3.4 (c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Purchaser Parent or Merger Sub, or any of its subsidiariescontract or agreement to which Parent or Merger Sub is a party, except for violations which would not have in the aggregate any such a manner as to result in a material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Parent and Merger Sub to fully perform their obligations hereunderconsummate the transactions contemplated hereby.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as set forth in the Security First Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub Security First, nor the consummation by Purchaser and Sub Security First of the transactions contemplated hereby will: 4.3.1 hereby, nor compliance by Security First with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other similar governing documentsencumbrance upon any of the properties or assets of Security First or any of the Security First Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Security First or any Security First Subsidiary is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, that are set forth in the Security First Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on Security First, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Security First or any Security First Subsidiary or any of Purchaser their respective properties or Sub; 4.3.2 assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on Security First, or (d) require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunderSecurities Act, (iiiii) filing certificates of merger pursuant to state the OGCL and the DGCL, (iii)filings required under the securities or blue sky laws relating to takeovers and state securities laws, if any are applicableof the various states, (iv) filings with, and approval by, the filing of the Merger Certificate pursuant to the applicable law or FRB, (v) where filings with, and approval by, the failures OTS, (vi) filings with, and approval by the OCC, (vii) filings and approvals pursuant to obtain such any applicable State Takeover Approvals, or (viii) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notifications, would not in the aggregate notifications which have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have either been obtained or made prior to the Closing or which, if not obtained or made, will neither, individually or in the aggregate, would not have any material adverse effect a Material Adverse Effect on Security First nor restrict Security First's legal authority to execute and deliver this Agreement and consummate the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereundertransactions contemplated hereby.

CONSENT AND APPROVALS; NO VIOLATION. Neither the The execution and delivery of each of this Agreement by Purchaser the CPR Agreement and Sub nor the CPRs, the consummation by Purchaser and Sub of the transactions contemplated hereby willor thereby, and each of the performance by Xxxxxx and Merger Sub of their obligations hereunder or thereunder will not: 4.3.1 (a) conflict with or result in a breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (bylaws of Xxxxxx or other similar governing documents) the certificate of Purchaser incorporation or bylaws of Merger Sub; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) in connection with the filing of a pre-merger notification and report form by Xxxxxx and Merger Sub, as applicable, under the HSR Act, (ii) pursuant the filing with the Commission of (x) the Proxy Statement/Prospectus as contemplated by this Agreement, if such approval is required by law, and (y) the Registration Statement relating to the Exchange Act offer and sale of the rules CPRs and regulations thereundershares of Xxxxxx Common Stock as contemplated by this Agreement, if such filing is required by law, (iii) pursuant to state laws relating to takeovers and state securities lawsthe qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") of the CPR Agreement, if any are applicablesuch filing is required by law, and (iv) the filing of the Certificate of Merger Certificate pursuant to with the applicable law or (v) where Secretary of State of the failures to obtain such consents' approvals, authorizations or permits, or to make such filings or notifications, would not in the aggregate have any material adverse effect on the results State of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunderDelaware; 4.3.3 (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under (or give rise to any right of termination, cancellation or accelerationacceleration or guaranteed payments under or to, a loss of a material benefit or result in the creation or imposition of a lien under) under any of the terms, conditions or provisions of any note, lease, mortgage, indenture, license, agreement or other instrument or obligations obligation to which Purchaser Xxxxxx or any of its subsidiaries Merger Sub is a party or by which Purchaser Xxxxxx or any of its subsidiaries Merger Sub or any of their respective properties or assets may be bound, except for such defaults (violations, breaches, defaults, or rights of termination, cancellation or acceleration) , or losses as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which, individually or in the aggregate, would not (i) have any a material adverse effect on the financial conditionbusiness, business or results of operations or financial condition of Purchaser Xxxxxx and its subsidiaries subsidiaries, taken as a whole whole, other than as a result of general economic conditions or on conditions affecting the health care products supply industry generally (a "Xxxxxx Material Adverse Effect"), (ii) materially impair the ability of Purchaser either Xxxxxx or Merger Sub to fully perform their its obligations thereunder; orunder the CPR Agreement or this Agreement or (iii) prevent the consummation of any of the transactions contemplated by the CPR Agreement or this Agreement; 4.3.4 (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Purchaser Xxxxxx or any of its subsidiariesMerger Sub, except for violations which would not in such a manner as to (i) have in the aggregate any material adverse effect on the financial conditiona Xxxxxx Material Adverse Effect, business or results of operations of Purchaser and its subsidiaries taken as a whole or on (ii) materially impair the ability of Purchaser either Xxxxxx or Merger Sub to fully perform their its obligations hereunderunder the CPR Agreement or this Agreement or (iii) prevent the consummation of any of the transactions contemplated by the CPR Agreement or this Agreement; or (e) result in the creation of any lien, charge or encumbrance upon any shares of capital stock, properties or assets of Xxxxxx or Merger Sub under any agreement or instrument to which Xxxxxx or Merger Sub is a party or by which Xxxxxx or Merger Sub is bound.

CONSENT AND APPROVALS; NO VIOLATION. Neither the The execution and delivery of this Agreement by Purchaser and Sub nor Merger Sub, the consummation by Purchaser and Sub of the transactions contemplated hereby willor the performance by Purchaser and Merger Sub of their respective obligations hereunder will not: 4.3.1 (a) conflict with any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (bylaws of Purchaser, or other similar governing documents) any provision of Purchaser the certificate of incorporation or bylaws of Merger Sub; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (iv) the filing of the Merger Certificate pursuant Governmental Filings, including but not limited to the applicable law or any HSR Filings, and (vii) where the failures failure to obtain such consents' , approvals, authorizations or permits, permits or the failure to make such filings or notifications, notifications would not in the aggregate reasonably be expected to have any a material adverse effect on the results of operationsfinancial condition, business, properties or financial condition results of operations of Purchaser and its subsidiaries subsidiaries, taken as a whole whole, or on their ability to consummate the ability of Purchaser or Sub to fully perform their obligations hereundertransactions contemplated hereby; 4.3.3 (c) except as disclosed to the Company in writing by Purchaser, conflict with, result in the breach of or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations material Contract to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained (or will be obtained prior to the Closing Date) or which, in the aggregate, would not reasonably be expected to have any a material adverse effect on the financial condition, business business, properties, or results of operations of Purchaser and its subsidiaries subsidiaries, taken as a whole whole, or on their ability to consummate the ability of Purchaser or Sub to fully perform their obligations thereundertransactions contemplated hereby; or 4.3.4 (d) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiariesMerger Sub, except for violations which would not have in the aggregate any such a manner as to reasonably be expected to result in a material adverse effect on the financial condition, business business, properties or results of operations of Purchaser and its subsidiaries subsidiaries, taken as a whole whole, or on their ability to consummate the ability of Purchaser or Sub to fully perform their obligations hereundertransactions contemplated hereby.

CONSENT AND APPROVALS; NO VIOLATION. Neither Except as may be set forth in the Maple Leaf Disclosure Letter, neither the execution and delivery of this Agreement by Purchaser and Sub Maple Leaf nor the consummation by Purchaser and Sub Maple Leaf of the transactions contemplated hereby will: 4.3.1 or compliance by Maple Leaf with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws its Corporate Governance Documents, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any lien, security interest, charge or other similar governing documentsencumbrance upon any of the properties or assets of Maple Leaf or Geauga Savings Bank under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Maple Leaf or Geauga Savings Bank is a party or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances as are set forth in the Maple Leaf Disclosure Letter or which, individually or in the aggregate, will not have a Material Adverse Effect on Maple Leaf, (c) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Maple Leaf or Geauga Savings Bank or any of Purchaser their respective properties or Sub; 4.3.2 assets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on Maple Leaf, or (d) require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act and the rules and regulations thereunderSecurities Act, (ii) filing the certificate of merger pursuant to the OGCL, (iii) pursuant to state filings required under the securities or blue sky laws relating to takeovers and state securities laws, if any are applicableof the various states, (iv) filings with, and approval by, the filing of the Merger Certificate pursuant to the applicable law or FRB, (v) where filings with, and approval by, the failures FDIC, (vi) filings with, and approval by, the OTS, (vii) filings with, and approval by the Division, (viii) filings and approvals pursuant to obtain such any applicable State Takeover Approvals, (ix) filings and approvals under the HSR Act, (x) consents' , approvals, authorizations or authorizations, permits, or to make such filings or notifications, would not notifications in the aggregate have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or connection with compliance with applicable provisions of any notefederal and state securities laws relating to the regulation of broker-dealers, leaseinvestment advisors, mortgageor stock transfer agents, licenseor (xi) consents, agreement approvals, authorizations, permits, filings or other instrument or obligations to notifications which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have either been obtained or made prior to the Closing or which, if not obtained or made, will neither, individually or in the aggregate, would not have a Material Adverse Effect on Maple Leaf nor restrict Maple Leaf's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. Without in any material adverse effect way limiting the generality of the foregoing, the conversion of Warrants into the Tier 2 Merger Consideration and Tier 3 Merger Consideration on the financial condition, business basis provided herein will not violate or results conflict with any of operations the terms and conditions under which any of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser such Warrants were issued or any principles of its subsidiariesapplicable state law, except for violations which would not have in the aggregate any material adverse effect on the financial conditionincluding statutes, business or results of operations of Purchaser rules, regulations and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereundercommon law.

CONSENT AND APPROVALS; NO VIOLATION. Neither the The execution and delivery of this Agreement by Purchaser do not, and Sub nor the consummation by Purchaser and Sub of the transactions contemplated hereby willand the performance by Parexx xxx Purchaser of their obligations hereunder will not: 4.3.1 (a) conflict with any provision of the respective Certificates certificate of Incorporation formation, operating agreement, articles of incorporation or Bylaws (bylaws of Parent or other similar governing documents) of Purchaser or SubPurchaser; 4.3.2 (b) require on the part of Parent or Purchaser any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) such reports under Sections 13, 14 and 16(a) of the Exchange Act as may be required in connection with this Agreement (including, without limitation, the HSR ActSchedule 14D-1 and Schedule 13E-3), and the transactions contemplated hereby, (ii) pursuant to the Exchange Act and the rules and regulations thereunder, (iii) pursuant to state laws relating to takeovers and state securities laws, if any are applicable, (iv) the filing of the Articles of Merger Certificate pursuant to with the applicable law Secretary of State of the State of Nevada, and (iii) such additional actions or (v) where the failures to obtain such consents' approvalsfilings which, authorizations if not taken or permits, or to make such filings or notificationsmade, would not not, singly or in the aggregate aggregate, have any material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken a Parent Material Adverse Effect (as a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder;defined below); or 4.3.3 (c) result in any conflict with or violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration) acceleration or guaranteed payments under or to a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, indenture, lease, mortgage, license, franchise, agreement or other instrument or obligations obligation to which the Parent or Purchaser or any of its subsidiaries is a party or by which the Parent or Purchaser or any of its subsidiaries their properties or any of their respective assets may be bound, except for such defaults (conflicts, violations, breaches, defaults, or rights of termination, cancellation or acceleration) , or losses as to which requisite waivers or consents have been obtained or will be obtained prior to the Effective Time or which, singly or in the aggregate, would not have result in any material adverse change or effect on the financial conditionthat would prevent, business delay or results of operations of Purchaser and its subsidiaries taken as a whole or on otherwise impair the ability of Parent or Purchaser to perform its obligations under this Agreement or Sub to fully perform their obligations thereunder; or 4.3.4 violate any order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its subsidiaries, except for violations which would not have in consummate the aggregate any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as transactions contemplated hereby (a whole or on the ability of Purchaser or Sub to fully perform their obligations hereunder"PARENT MATERIAL ADVERSE EFFECT").

CONSENT AND APPROVALS; NO VIOLATION. Neither the execution and ----------------------------------- delivery of this Agreement by Purchaser Parent and Sub Merger Sub, nor the consummation by Purchaser and Sub of the transactions contemplated hereby hereby, will: 4.3.1 (a) conflict with any provision of the respective Certificates articles of Incorporation incorporation or Bylaws (bylaws of Parent or other similar governing documents) of Purchaser or Merger Sub; 4.3.2 (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (i) in connection with the filing of a premerger notification and report form under the HSR Act, (ii) pursuant the filing with the SEC of the Company Proxy Statement relating to the approval and adoption by the Company's stockholders of the Merger and this Agreement as contemplated by Section 1.5 of this Agreement, if such approval is required by law, and such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with this Agreement, the Stockholder Agreements and the rules transactions contemplated hereby and regulations thereunderthereby, (iii) pursuant to state laws relating to takeovers and state securities lawsobtaining all necessary approvals under the Gaming Laws, if any are applicableincluding those required by the Gaming Authorities, (iv) the filing of the Articles of Merger Certificate pursuant to with the applicable law or Secretary of State of the State of Nevada, and (v) where the failures failure to obtain such consents' , approvals, authorizations or permits, permits or the failure to make such filings or notifications, notifications would not in the aggregate have any a material adverse effect on the results of operations, properties or financial condition of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Parent and Merger Sub to fully perform their obligations hereunder; 4.3.3 result in a default (or give rise to any right of termination, cancellation or acceleration) under any of consummate the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligations to which Purchaser or any of its subsidiaries is a party or by which Purchaser or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have any material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Sub to fully perform their obligations thereundertransactions contemplated hereby; or 4.3.4 (c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Purchaser Parent or Merger Sub, or any of its subsidiariescontract or agreement to which Parent or Merger Sub is a party, except for violations which would not have in the aggregate any such a manner as to result in a material adverse effect on the financial condition, business or results of operations of Purchaser and its subsidiaries taken as a whole or on the ability of Purchaser or Parent and Merger Sub to fully perform their obligations hereunderconsummate the transactions contemplated hereby.