Common use of Consents and Approvals; No Conflict Clause in Contracts

Consents and Approvals; No Conflict. (i) The acceptance, execution and delivery of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (ia) The acceptanceExcept as set forth on Schedule 4.3(a), the execution and delivery of this Subscription Agreement by the Company Buyer and Dynegy does not, and the performance consummation by the Company Buyer of its obligations hereunder, upon acceptance by the Company (in whole or part), transactions contemplated hereby will not, require (i) conflict with or result in a material breach of or a default under, or result in an occurrence which with the lapse of time could result in a material breach of or default under, or give rise to any right of termination, cancellation, acceleration or other right with respect to, or any lien, claim, charge, restriction or encumbrance under, any of the terms, conditions or provisions of any note, debenture, bond, mortgage or indenture, or any Contract to which the Buyer, Dynegy, RRP or Termo Alpha is a party or by which any of their respective properties or assets are bound, (ii) conflict with or violate any provisions of the charter documents of the Buyer, Dynegy, RRP or Termo Alpha. (b) Except as described on Schedule 4.3(b), (i) the execution and delivery of this Agreement by the Buyer and Dynegy does not, and the consummation by the Buyer of the transactions contemplated hereby will not, violate any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over the Buyer, Dynegy, RRP or Termo Alpha or any of their respective properties, and (ii) no consent or approval by, or registration, qualification or filing with, or notice to any Governmental Authority (including without limitation any consent, approval, authorization registration, qualification, filing or other action bynotice pursuant to applicable Environmental Laws) is required to be obtained or made by the Buyer, Dynegy, RRP or filing with or notification to, any governmental or regulatory authority, other than Termo Alpha in connection with state securities the execution and delivery by the Buyer and Dynegy of this Agreement or "blue sky" lawsfor the consummation by the Buyer of the transactions contemplated hereby, except where the violation or the failure to obtain such consent, approval, authorization or actionregistration, or to make such qualification, filing or notification, notice would not prevent the Company from performing any of its material obligations under this Subscription and would not have result in a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;.

Consents and Approvals; No Conflict. (ia) The acceptanceExcept as set forth on Schedule 3.4(a), the execution and delivery of this Subscription Agreement by the Company Seller and NRG does not, and the performance consummation by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation Seller of the transactions contemplated hereby and thereby by the Company do not and will not not, (i) conflict with, violate with or result in a breach of or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in an occurrence which with the creation lapse of time could result in a default under, or give rise to any lien right of termination, cancellation, acceleration or other right with respect to, or any lien, claim, charge, restriction or encumbrance on under, any of the assets terms, conditions or properties provisions of the Company pursuant to, any note, debenture, bond, mortgage, mortgage or indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties any Contract to which the Company Seller or NRG is a party or by which any of their respective properties or assets are bound, (ii) conflict with or violate any provisions of the charter documents of the Seller or NRG. (b) Except as described on Schedule 3.4(b), (i) the execution and delivery of this Agreement by the Seller and NRG does not, and the consummation by the Seller of the transactions contemplated hereby will not, violate any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over the Seller or NRG or any of their respective properties, and (ii) no consent or approval by, or registration, qualification or filing with or notice to, any Governmental Authority is required to be obtained or made by the Seller or NRG in connection with the execution and delivery by the Seller and NRG of this Agreement or for the consummation by the Seller of the transactions contemplated hereby, except for consents, approvals, registrations, qualifications, filings or notices pursuant to applicable Environmental Laws or where the violation or the failure to obtain any such assets consent, approval, registration, qualification, filing or properties is bound;notice would not result in a Material Adverse Effect.

Consents and Approvals; No Conflict. (ia) The acceptance, execution and delivery of this Subscription Agreement by the Company CSC does not, and the performance by the Company CSC of its obligations hereunderunder this Agreement, upon acceptance by the Company (in whole or part)RDRD, will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "“blue sky" ” laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company CSC from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on CSC; and (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company CSC and the other agreements and documents to be executed, delivered and performed by the Company CSC pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby by the Company CSC do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company CSC or, except as would not prevent the Company CSC from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on CSC, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company CSC or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company CSC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company CSC is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (ia) The acceptance, execution and delivery of this Subscription Agreement by the Company Empire does not, and the performance by the Company Empire of its obligations hereunderunder this Agreement, upon acceptance by the Company (in whole or part)Investor, will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company Empire from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on Empire; and (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company Empire and the other agreements and documents to be executed, delivered and performed by the Company Empire pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby by Empire, including, without limitation, the Company Exchange Transaction, do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company Empire or, except as would not prevent the Company Empire from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on Empire, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company Empire or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company Empire pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company Empire is a party or by which any of such assets or properties is bound;.

Consents and Approvals; No Conflict. (i) The acceptanceExcept as described in Section 5.3 of the Buyer Disclosure Schedule and except for the pre-merger notification requirements of the HSR Act, execution the expiration or early termination of the waiting periods thereunder and delivery of this Subscription Agreement by such filings, notifications and approvals as are required under foreign antitrust or competition Laws, the Company does not, and the performance by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement and the Transaction Documents by Buyer, the execution, delivery and performance of the Transaction Documents by the Company and the other agreements and documents to be executedBuyer Subsidiaries, delivered and performed by the Company pursuant hereto and the consummation by each of them of the transactions contemplated hereby and thereby Transactions: (a) will not (with or without the giving of notice or the lapse of time or both) violate, or require any consent, approval, filing or notice to be made by the Company do not and Buyer Entities under, any provision of any Law applicable to the Buyer Entities except where any such violations or the failure to obtain or make any such consents, approvals, filings or notices would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or materially impair the ability of the Buyer Entities to perform their respective obligations under this Agreement or the Transaction Documents; and (b) will not (with or without the giving of notice or the lapse of time or both) conflict with, violate or result in a the breach or termination of any provision of, or constitute a default under (or event which with under, result in the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws acceleration of the Company or, except as would not prevent the Company from performing any performance of its material obligations under this Subscription Agreement and would not have an obligation of a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation ofBuyer Entity under, or result in the creation of any lien a lien, charge or encumbrance on any of upon the assets or properties of the Company a Buyer Entity pursuant to: (i) the charter or by-laws (or analogous organizational documents) of a Buyer Entity, or (ii) any note, bondindenture, mortgage, indenturedeed of trust, lease, licensing agreement, contract, agreement, lease, license, permit, franchise instrument or other instrument relating to such assets or properties agreement to which the Company a Buyer Entity is a party or by which a Buyer Entity or any of such its assets or properties is bound;, except for such conflicts, breaches, terminations, defaults, accelerations, liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or materially impair the ability of a Buyer Entity to perform its obligations under this Agreement or any other agreement contemplated hereby to which it is a party.

Consents and Approvals; No Conflict. (i) The acceptance, execution and delivery of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than (A) in connection with state securities or "blue sky" laws (the "Blue Sky laws") or (B) in connection with the filing with the Commission of a registration statement under the Securities Act upon the due exercise of the rights granted the Buyer pursuant to Section 6 of this Agreement, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (ia) The acceptanceExcept as set forth on Schedule 3.5(a), the execution and delivery of this Subscription Agreement by the Company does notof the Transaction Documents, and the performance by the Company of its obligations hereunder, upon acceptance under the Transaction Documents and the Preferred Stock and the consummation by the Company (in whole of the transactions contemplated hereby and thereby do not require the Company or part), will not, require any of its subsidiaries to obtain any consent, approval, authorization approval or other action byof, or make any filing with or notification give any notice to, any governmental corporation, Person, firm, Governmental Entity (as defined herein) or regulatory public or judicial authority, other than in connection (i) compliance with state securities or "blue sky" lawsthe applicable requirements of the Exchange Act (as defined herein), except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptancewith respect to the Company's obligations under the Registration Rights Agreement, executionas provided therein, delivery (iii) the filing of the Certificate of Designation in accordance with the laws of the State of Delaware, and performance of this Subscription Agreement by the Company and the (iv) other agreements and documents consents, approvals, actions, filings or notices that are immaterial to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby thereby. (b) Except as set forth on Schedule 3.5(b), the execution and delivery by the Company of the Transaction Documents do not not, and the fulfillment of the terms of the Transaction Documents and the Preferred Stock by the Company will not conflict withnot, violate or result in a breach or termination of any provision of the terms, conditions or provisions of, or constitute a default under (or event which with the giving of notice or lapse of timeunder, or bothpermit the acceleration of rights under or termination of, would become the Organizational Documents, any agreement, lease, contract, license, note, mortgage, indenture, arrangement or other obligation ("Contracts" and individually, a default under"Contract") the Certificate of Incorporation or By-laws of to which the Company oror its subsidiaries is a party, except as would not prevent or any order, judgment, rule or regulation of any Governmental Entity having jurisdiction over the Company from performing or any of its material obligations under this Subscription Agreement subsidiaries or over their respective assets, properties or businesses, except for such breaches, defaults and accelerations that would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;.

Consents and Approvals; No Conflict. (ia) The acceptance, execution and delivery of this Subscription Agreement by the Company Empire does not, and the performance by the Company Empire of its obligations hereunderunder this Agreement, upon acceptance by the Company (in whole or part)Sellers, will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company Empire from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on Empire; and (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company Empire and the other agreements and documents to be executed, delivered and performed by the Company Empire pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby by Empire, including, without limitation, the Company Exchange Transaction, do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company Empire or, except as would not prevent the Company Empire from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on Empire, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company Empire or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company Empire pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company Empire is a party or by which any of such assets or properties is bound;.

Consents and Approvals; No Conflict. (ia) The acceptance, execution and delivery of this Subscription Agreement by the Company Empire does not, and the performance by the Company Empire of its obligations hereunderunder this Agreement, upon acceptance by the Company (in whole or part)Investors, will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company Empire from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on Empire; and (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company Empire and the other agreements and documents to be executed, delivered and performed by the Company Empire pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby by Empire, including, without limitation, the Company Exchange Transaction, do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company Empire or, except as would not prevent the Company Empire from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on Empire, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company Empire or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company Empire pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company Empire is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (ia) The acceptanceExcept as set forth on Schedule 4.3(a), the execution and delivery of this Subscription Agreement by the Company Buyer and NRG does not, and the performance consummation by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation Buyer of the transactions contemplated hereby and thereby by the Company do not and will not not, (i) conflict with, violate with or result in a material breach of or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in an occurrence which with the creation lapse of time could result in a material breach of or default under, or give rise to any lien right of termination, cancellation, acceleration or other right with respect to, or any lien, claim, charge, restriction or encumbrance on under, any of the assets terms, conditions or properties provisions of the Company pursuant to, any note, debenture, bond, mortgage, mortgage or indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties any Contract to which the Buyer, NRG, WCP Holdings, WCP or any Project Company is a party or by which any of their respective properties or assets are bound, (ii) conflict with or violate any provisions of the charter documents of the Buyer, NRG, WCP Holdings, WCP or any Project Company. (b) Except as described on Schedule 4.3(b), (i) the execution and delivery of this Agreement by the Buyer does not, and the consummation by the Buyer of the transactions contemplated hereby will not, violate any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over the Buyer, NRG, WCP Holdings, WCP or any Project Company or any of their respective properties, and (ii) no consent or approval by, or registration, qualification or filing with, or notice to any Governmental Authority (including without limitation, any consent, approval, registration, qualification, filing or notice pursuant to applicable Environmental Laws) is required to be obtained or made by the Buyer, NRG, WCP Holdings, WCP or any Project Company in connection with the execution and delivery by the Buyer and NRG of this Agreement or for the consummation by the Buyer of the transactions contemplated hereby, except where the violation or the failure to obtain such assets consent, approval, registration, qualification, filing or properties is bound;notice would not result in a Material Adverse Effect.

Consents and Approvals; No Conflict. (ia) The acceptance, execution and delivery of this Subscription Agreement by the Company EMGL does not, and the performance by the Company EMGL of its obligations hereunderunder this Agreement, upon acceptance by the Company (in whole or part)Investors, will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company EMGL from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on EMGL; and and (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company EMGL and the other agreements and documents to be executed, delivered and performed by the Company EMGL pursuant hereto to this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby by the Company EMGL do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company EMGL or, except as would not prevent the Company EMGL from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on EMGL, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company EMGL or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company EMGL pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company EMGL is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (a) Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) and the National Association of Securities Dealers, Inc. (the “NASD”) of the Proxy Statement (as defined in Section 5.3); (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington; (iii) the adoption of this Agreement by the requisite vote of Company Shareholders; (iv) the filing of a Current Report on Form 8-K with the SEC; and (v) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), state securities laws and the securities laws of any foreign country or the rules of The acceptanceNasdaq Stock Market, Inc.; no consents or approvals of, or filings, declarations or registrations with, any federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”), or other third party, are necessary for the consummation by Company of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect on Company. (b) Neither the execution and delivery of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and nor the consummation by Company of the transactions contemplated hereby hereby, nor compliance by Company with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the Company Articles of Incorporation or Company Bylaws or any of the similar organizational documents of any of its subsidiaries or (ii) assuming that the authorizations, consents and thereby approvals referred to in Section 3.4(a) and the authorization hereof by the Company do not and will not conflict withShareholders are duly obtained in accordance with Washington Law, violate or result in a breach or termination of any provision ofstatute, or constitute a default under (or event which with the giving of notice or lapse of timecode, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any lawordinance, rule, regulation, judgment, order, writ, judgment, injunction, decree, determination decree or award injunction applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets its subsidiaries or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets their respective properties or properties is bound;assets.

Consents and Approvals; No Conflict. (i) The acceptance, execution and delivery of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunderunder this Subscription Agreement, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on the Company; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto to this Subscription Agreement and the consummation of the transactions contemplated hereby by this Subscription Agreement and thereby such other agreements and documents by the Company do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on the Company, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (ia) The acceptance, execution and delivery of this Subscription Agreement by the Company Buyer does not, and the performance by the Company Buyer of its obligations hereunder, upon acceptance by the Company Buyer (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company Buyer from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect; and (iib) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company Buyer and the other agreements and documents to be executed, delivered and performed by the Company Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company Buyer do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company Buyer or, except as would not prevent the Company Buyer from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company Buyer or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company Buyer is a party or by which any of such assets or properties is bound;

Consents and Approvals; No Conflict. (i) The acceptance, execution and delivery of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunderunder this Subscription Agreement, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "“blue sky" ” laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on the Company; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby by the Company this Subscription Agreement do not and will not conflict with, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse EffectEffect on the Company, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any lien or encumbrance on any of the assets or properties of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties to which the Company is a party or by which any of such assets or properties is bound;.

Consents and Approvals; No Conflict. (ia) The acceptanceExcept as set forth on Schedule 3.4(a), the execution and delivery of this Subscription Agreement by the Company Seller and Dynegy does not, and the performance consummation by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto and the consummation Seller of the transactions contemplated hereby and thereby by the Company do not and will not not, (i) conflict with, violate with or result in a breach of or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in an occurrence which with the creation lapse of time could result in a default under, or give rise to any lien right of termination, cancellation, acceleration or other right with respect to, or any lien, claim, charge, restriction or encumbrance on under, any of the assets terms, conditions or properties provisions of the Company pursuant to, any note, debenture, bond, mortgage, mortgage or indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties any Contract to which the Company Seller or Dynegy is a party or by which any of their respective properties or assets are bound, (ii) conflict with or violate any provisions of the charter documents of the Seller or Dynegy. (b) Except as described on Schedule 3.4(b), (i) the execution and delivery of this Agreement by the Seller and Dynegy does not, and the consummation by the Seller of the transactions contemplated hereby will not, violate any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over the Seller or Dynegy or any of their respective properties, and (ii) no consent or approval by, or registration, qualification or filing with or notice to, any Governmental Authority is required to be obtained or made by the Seller or Dynegy in connection with the execution and delivery by the Seller and Dynegy of this Agreement or for the consummation by the Seller of the transactions contemplated hereby, except for consents, approvals, registrations, qualifications, filings or notices pursuant to applicable Environmental Laws or where the violation or the failure to obtain any such assets consent, approval, registration, qualification, filing or properties is bound;notice would not result in a Material Adverse Effect.

Consents and Approvals; No Conflict. Except as would not reasonably be expected to be material to the Business and the Transferred Assets (i) The acceptancetaken as a whole), the execution and delivery by Seller of this Subscription Agreement by the Company does not, and the performance by the Company of its obligations hereunder, upon acceptance by the Company (in whole or part), will not, require any consent, approval, authorization or other action by, or filing with or notification to, any governmental or regulatory authority, other than in connection with state securities or "blue sky" laws, except where failure Ancillary Agreements to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent the Company from performing any of its material obligations under this Subscription and would not have which it is a Material Adverse Effect; and (ii) The acceptance, execution, delivery and performance of this Subscription Agreement by the Company and the other agreements and documents to be executed, delivered and performed by the Company pursuant hereto party and the consummation of the transactions contemplated hereby and thereby by the Company Seller do not and will not conflict withnot: (a) assuming all required filings, waivers, approvals, consents, authorizations and notices (the “Approvals”) set forth in Schedule 3.4 have been made, given or obtained, violate or result in a breach or termination of any provision of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would become a default under) the Certificate of Incorporation or By-laws of the Company or, except as would not prevent the Company from performing any of its material obligations under this Subscription Agreement and would not have a Material Adverse Effect, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Company or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation breach of, any Law applicable to Seller or any Purchased Company, or require any Approval of any lien Governmental Authority; (b) violate or encumbrance on result in the breach of any Organizational Documents of the assets Seller or properties of the Company pursuant toany Purchased Company; or (c) (i) violate, breach or result in a default under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to such assets or properties Business Contract to which the Seller or any Purchased Company is a party or by which Seller or any Purchased Company may be bound, (ii) terminate or result in the termination of any such Business Contract, (iii) result in the creation of any Lien (other than any Permitted Lien) upon any of the Transferred Assets or the Purchased Equity Interests or (iv) constitute an event which, after notice or lapse of time or both, would result in any such assets violation, breach, acceleration, termination or properties is bound;creation of a Lien (other than any Permitted Lien) upon any of the Transferred Assets or the Purchased Companies.