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

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

Consents and Approvals; No Conflicts. Subject to (a) The execution, delivery and performance by Parent, Merger Sub I and Merger Sub II of this Agreement and the recording of any consummation by Parent, Merger Sub I and Merger Sub II of the Seller’s Documents as appropriatetransactions contemplated hereby do not and will not require any Consent of, no filing or Filing with, and no permit, authorization, consent or approval of, any Governmental Authority or Entity, other Person is necessary for execution or delivery by than (i) the Seller of any filing with the SEC of the Seller’s Documentspreliminary Joint Proxy Statement, or the performance by Joint Proxy Statement and the Seller of any of its obligations under this Agreement or any Form S-4, (ii) the filing of the Seller’s Documents or Certificate of Merger with the consummation by the Seller Secretary of State of the transactions described State of Delaware pursuant to the DGCL and, if applicable, the filing of a certificate of merger with respect to the Second Merger with the Secretary of State of the State of Delaware pursuant to the DGCL in this Agreementconnection with the Second Merger, except (iii) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of the NYSE, (D) those federal and state departments of health, state insurance departments and other Governmental Entities (excluding filings, permits, authorizations, consents, notice to and approvals as may be required under any Medicare or Medicaid Contract with a Governmental Entity whereby Parent is providing health care benefits to a Governmental Entity’s employees, former employees, retirees or their respective dependents which, to the extent such permitapplicable, authorization, consent or approval has been or will be obtained are governed by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate4.5(b)(ii)(y)), and a Subpermit back to Seller (or a Seller Affiliateincluding those required under Health Care Laws, as set forth in Section 4.5(a) of the Cypress PermitParent Disclosure Letter and (E) the HSR Act, and (iv) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement by Parent , Merger Sub I or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s DocumentsMerger Sub II, nor the consummation by the Seller Parent, Merger Sub I or Merger Sub II of the transactions described in this Agreementcontemplated hereby, nor compliance by Parent, Merger Sub I or Merger Sub II with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of Parent or governing documentsany Parent Subsidiary or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.5(a), the Parent Stockholder Approval is duly obtained in accordance with the DGCL, the effectiveness of the Parent Stockholder Consents, the accuracy of the representation and warranty of the Company in the last sentence of Section 3.3(a) and, in the case of the Second Merger, the due authorization by the Merger Sub II Board of Directors, and due execution and delivery, of the Second Merger Agreement, (Bx) violate any Applicable Law or Order, in either case, applicable to which the Seller are subjectParent or any Parent Subsidiary or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofParent Subsidiary under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x) and (y), for such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) The execution, no filing with, delivery and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller Company of any of its obligations under this Agreement or any of the Seller’s Documents or and the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby do not and will not require any consent, except to the extent such approval, waiver, license, permit, authorizationfranchise, consent authorization or approval has been Order that is required to be filed or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing (“Consent”) of, or registration, declaration, notice, report, submission or other filing that is required to be filed or obtained prior to Closing (“Filing”) 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”), other than (i) the filing with the Securities and which will be subject Exchange Commission (the “SEC”) of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the provisions DGCL and, if applicable, the filing of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) a certificate of merger with the assistance and cooperation Secretary of State of the PurchaserState of Delaware pursuant to the DGCL in connection with the Second Merger, (iii) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the consent Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the rules and approval regulations of the Minister NYSE, (D) those federal and state departments of Environment health, state insurance departments and other Governmental Entities (excluding filings, permits, authorizations, consents, notice to and approvals as may be required under any Medicare or Medicaid Contract with a Governmental Entity whereby the Company is providing health care benefits to a Governmental Entity’s employees, former employees, retirees or their respective dependents which, to the assignment to Purchaser extent applicable, are governed by Section 3.4(b)(ii)(y)), including those required under Health Care Laws, as set forth in Section 3.4(a) of the Company Disclosure Letter, and (or a Purchaser AffiliateE) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iv) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Company Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Company nor the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (Ai) assuming the accuracy of the representations and warranties of Parent and each of the Merger Subs in the last sentence of Section 4.4(a), and assuming the Company Stockholder Approval is duly obtained, conflict with or violate any provision of the Seller’s organizational Constituent Documents of the Company or governing documentsany Company Subsidiary or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the Company Stockholder Approval are duly obtained, and assuming the accuracy of the representations and warranties of Parent and each of the Merger Subs in the last sentence of Section 4.4(a), (Bx) violate any Applicable Law or Order, in either case, applicable to which the Seller are subjectCompany or any Company Subsidiary or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiary under, any of the terms, conditions or provisions of any Contract to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x) and (y), for such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording (a) No clearance, consent, approval, order, waiver, license or authorization of any of the Seller’s Documents as appropriateor from, no or declaration, registration or filing with, and no permitor notice to, authorization, consent or approval ofpermit issued by, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by Parent or any Parent Subsidiary in connection with the execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents by Parent or the consummation by the Seller Parent of the transactions described in contemplated by this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained for (i) compliance by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) Parent with the assistance HSR Act and cooperation any required filings or notifications under the applicable Competition Laws of the Purchasercountries and jurisdictions listed in Section 5.9 of the Parent Disclosure Letter, (ii) the filing with the SEC of the Joint Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, the consent Form S-4 and approval such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) compliance with the securities or “blue sky” laws of various states in connection with the issuance of the Minister of Environment Merger Consideration, (iv) compliance with the NYSE rules and regulations to permit the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) consummation of the Cypress PermitMerger and the listing of the Parent Common Stock to be issued in the Merger, and (v) such other clearances, consents, approvals, orders, waivers, licenses, authorizations or other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the The execution and delivery by the Seller of this Agreement or any by each of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor Parent and Merger Sub does not and the consummation by the Seller each of Parent and Merger Sub of the transactions described in this Agreement, contemplated hereby will not (Ai) conflict with or violate any provision of the SellerConstituent Documents of Parent, Merger Sub or any of Parent’s organizational material Subsidiaries (assuming the Parent Stockholder Approval is obtained), or governing documents(ii) assuming compliance with the matters set forth in Section 4.5(a) and the Parent Stockholder Approval is obtained, (B) violate any Applicable Law or Order, in either case, applicable to which the Seller are subjectParent or any of its Subsidiaries or any of their respective properties or assets or violate, (C) to the Seller’s Knowledgeconflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofof its Subsidiaries under, any Contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the recording of any consummation by Parent and Merger Sub of the Seller’s Documents as appropriatetransactions contemplated hereby do not and will not require any Consent of, no filing or Filing with, and no permit, authorization, consent or approval of, any Governmental Authority or Entity, other Person is necessary than (i) the filing with the SEC of the Offer Documents, (ii) the filing of the Articles of Merger and the acceptance for execution or delivery record by the Seller of any SDAT of the Seller’s DocumentsArticles of Merger pursuant to the MGCL, or (iii) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the performance by Exchange Act, (B) the Seller of any of its obligations under this Agreement or any Securities Act, (C) the rules and regulations of the Seller’s Documents or NYSE and (D) the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress PermitHSR Act, and (iv) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement by Parent or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Merger Sub nor the consummation by the Seller Parent or Merger Sub of the transactions described in this Agreementcontemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of Parent or governing documentsany Parent Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 5.4(a) are duly obtained, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectParent or any Parent Subsidiaries or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofParent Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x) and (y), for such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) The execution, no filing with, delivery and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller Company of any of its obligations under this Agreement or any of the Seller’s Documents or and the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby do not and will not require any consent, except approval, waiver, license, permit, franchise, authorization or Order (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) 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”), other than (i) the filing with the Securities and Exchange Commission (the “SEC”) of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the extent such permitDGCL, authorization(iii) the Company Stockholder Approval, consent or approval has been or will (iv) filings, permits, authorizations, consents, notice to and approvals as may be obtained by required under, and other applicable requirements of, (A) the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing Exchange Act, (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the rules and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation regulations of the PurchaserNYSE and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate“HSR Act”), and (v) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Company Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Company nor the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (Ai) assuming the accuracy of the representations and warranties of Parent in the last sentence of Section 4.4(a), conflict with or violate any provision of the Seller’s organizational Constituent Documents of the Company or governing documentsany Company Subsidiaries, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the Company Stockholder Approval are duly obtained in accordance with the DGCL, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectCompany or any Company Subsidiaries or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x)(1) and (y), for such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to (a) The execution, delivery and performance by Parent and each Merger Sub of this Agreement and the recording of any consummation by Parent and each Merger Sub of the Seller’s Documents as appropriatetransactions contemplated hereby do not and will not require any Consent of, no filing or Filing with, and no permit, authorization, consent or approval of, any Governmental Authority or Entity, other Person is necessary for execution or delivery by than (i) the Seller of any filing with the SEC of the Seller’s Documentspreliminary Joint Proxy Statement, or the performance by Joint Proxy Statement and the Seller of any of its obligations under this Agreement or any Form S-4, (ii) the filing of the Seller’s Documents or Certificate of Merger with the consummation by the Seller Secretary of State of the transactions described in this Agreement, except State of Delaware pursuant to the extent such permitDGCL, authorization, consent or approval has been or will be obtained by (iii) the Seller prior to Closing other than filing of a certificate of merger with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject the Second Merger with the Secretary of State of the State of Delaware pursuant to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts DGCL and the DLLC, (iv) the Parent Stockholder Approval, (v) filings, permits, authorizations, consents, notice to obtain: and approvals as may be required under, and other applicable requirements of, (aA) with the assistance Exchange Act, (B) the Securities Act, (C) the rules and cooperation regulations of the Purchaser, NYSE and (D) the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress PermitHSR Act, and (vi) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Parent nor the consummation by the Seller Parent of the transactions described in this Agreementcontemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of Parent or governing documentsany of its Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.5(a) and the Parent Stockholder Approval is duly obtained in accordance with the MGCL, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectParent or any of its Subsidiaries or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofof its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x)(1) and (y), for such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) The execution, no filing with, delivery and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller Company of any of its obligations under this Agreement or any of the Seller’s Documents or and the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby do not and will not require any consent, except to the extent such approval, waiver, license, permit, authorizationfranchise, consent authorization or approval has been Order (“Consent”) of, or will be obtained by the Seller prior to Closing registration, declaration, notice, report, submission or other filing (“Filing”) 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”), other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to (i) the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) filing with the assistance Securities and cooperation of Exchange Commission (the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate“SEC”) of the Cypress PermitSchedule 14D-9 and, if the Company Stockholder Approval is required by applicable Law, the Proxy Statement, (ii) the filing of the Articles of Merger and the acceptance for record by the SDAT of the Articles of Merger pursuant to the MGCL, (iii) if required by applicable Law, the Company Stockholder Approval, (iv) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) the rules and regulations of the NYSE and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (v) Consents or Filings that become applicable solely as a result of matters specifically related to Parent or any of its Affiliates, and (vi) such other Consents of, or Filings with, any Governmental Entity the failure of which to obtain or make, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Company nor the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of the Company, or governing documents(ii) assuming that the authorizations, consents and approvals referred to in Section 4.4(a) and, if required by applicable Law, the Company Stockholder Approval are duly obtained, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectCompany or any Company Subsidiaries or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x) and (y), for such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject (a) Each of Parent’s and Merger Sub’s execution and delivery hereof do not, each of Parent’s and Merger Sub’s performance of its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, (i) conflict with or violate the Constituent Documents of Parent or Merger Sub, (ii) subject to making the recording Filings and obtaining the Consents contemplated by Section 4.4(b) and obtainment of the Company Stockholder Approval, violate any applicable Law or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancellation or amendment of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the Sellerrespective properties or assets of Parent or Merger Sub under, any Contract to which Parent or Merger Sub is a party or by which any asset of Parent or Merger Sub is bound or affected, except, in the case of the foregoing clauses (ii) and (iii), would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect. (b) Each of Parent’s Documents as appropriateand Merger Sub’s execution and delivery hereof do not, no filing witheach of Parent’s and Merger Sub’s performance of its covenants and agreements hereunder shall not, and no permitthe consummation of the transactions contemplated hereby shall not, authorizationrequire Parent to make Filing with or to, consent or approval to obtain any Consent of, any Governmental Authority Authority, except for the following: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) Filings required by the Exchange Act, the Securities Act and the rules and regulations of the NYSE; (iii) the Specified Filings and Specified Consents; (iv) the HSR Clearance and Filings required by the HSR Act for the transactions contemplated hereby; and (v) any other Filing with or to, or other Person is necessary for execution or delivery by the Seller of Consent of, any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the PurchaserGovernmental Authority, the consent and approval failure of the Minister of Environment which to the assignment make or obtain would not reasonably be expected to Purchaser (result in, individually or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereofaggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording (a) No clearance, consent, approval, order, waiver, license or authorization of any of the Seller’s Documents as appropriateor from, no or declaration, registration or filing with, and no permitor notice to, authorization, consent or approval ofpermit issued by, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by the Company or any Company Subsidiary in connection with the execution or delivery of this Agreement by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents Company or the consummation by the Seller Company of the transactions described in contemplated by this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained for (i) compliance by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) Company with the assistance HSR Act and cooperation any required filings or notifications under the applicable Competition Laws of the Purchasercountries and jurisdictions listed in Section 5.9 of the Parent Disclosure Letter, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (iii) the filing with the SEC of the Joint Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, the consent Form S-4 and approval such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) compliance with the securities or “blue sky” laws of various states in connection with the issuance of the Minister of Environment Merger Consideration, (v) compliance with the NYSE rules and regulations to permit the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) consummation of the Cypress PermitMerger and the listing of the Parent Common Stock to be issued in the Merger, and (vi) such other clearances, consents, approvals, orders, waivers, licenses, authorizations or other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the The execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor Company does not and the consummation by the Seller Company of the transactions described in this Agreement, contemplated hereby will not (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of the Company or governing documentsany material Company Subsidiary (assuming the Company Stockholder Approval is obtained), or (Bii) assuming compliance with the matters set forth in Section 3.4(a) and the Company Stockholder Approval is obtained, violate any Applicable Law to which the Seller are subjector Order, (C) in either case, applicable to the Seller’s KnowledgeCompany or any Company Subsidiaries or any of their respective properties or assets or violate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiaries under, any Contract to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions contemplated hereby do not and will not require any consent, approval, waiver, license, permit, franchise, authorization or Order (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) 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”), other than (i) the filing with the Securities and Exchange Commission (the “SEC”) of the SEC Transaction Documents, (ii) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the recording DGCL, (iii) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act of any 1933, as amended (the “Securities Act”), (C) the rules and regulations of the Seller’s Documents Nasdaq and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as appropriate, no filing withamended (the “HSR Act”), and no permit(iv) such other Consents of, authorization, consent or approval ofFilings with, any Governmental Authority Entity the failure of which to obtain or other Person is necessary for execution make, individually or delivery by in the Seller of any aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Seller’s Documents, Transactions contemplated by this Agreement or otherwise prevent the performance by the Seller of any of Company from performing its obligations under this Agreement or in any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and material respect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Company nor the consummation by the Seller Company of the transactions described in this AgreementTransactions contemplated hereby, nor compliance by the Company with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of the Company or governing documentsany Company Subsidiary, or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) are duly obtained, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectCompany or any Company Subsidiary or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiary under, any of the terms, conditions or provisions of any Company Material Contract, except, in the case of the foregoing clauses (x)(1) and (y), for such violations, conflicts, loss of benefits, defaults, rights of termination or cancellation, acceleration or creation of Liens as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to (a) Except for (i) the recording of any filing with the SEC of the Seller’s Documents Registration Statement, (ii) filings, permits, authorizations, consents, notice to and approvals as appropriate, no filing withmay be required under, and no permitother applicable requirements of (A) the Exchange Act, authorization(B) the Securities Act and (C) the rules and regulations of the NASDAQ, consent and (D) the Bermuda Monetary Authority, if applicable, and (iii) such other Consents or approval ofother Filings with, any Governmental Authority Entity the failure of which to obtain or other Person is make has not had and would not reasonably be expected to have, individually or in the aggregate, a Sirius Material Adverse Effect, no Consents of, or Filings with, any Governmental Entity are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Sirius of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transactions. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement and the Ancillary Agreements, as applicable, by Sirius and Merger Sub nor the consummation by Sirius and Merger Sub of the Transactions nor compliance by Sirius and Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the bye-laws of Sirius, Merger Sub, or any of the Seller’s Documents, nor the performance by the Seller similar organizational documents of any of their obligations under this Agreement Subsidiaries or any of (ii) assuming that the Seller’s Documentsauthorizations, nor the consummation by the Seller of the transactions described consents and approvals referred to in this AgreementSection 4.6(a) are duly obtained, will (A) violate any provision (1) Law or (2) Order, in either case, applicable to Sirius, Merger Sub or any of the Seller’s organizational their Subsidiaries or governing documentsany of their respective properties or assets, or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Sirius, Merger Sub or any portion thereofof their Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Sirius, Merger Sub or any of their Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), as would not reasonably be expected to have, individually or in the aggregate, a Sirius Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) No consent, no approval, clearance, permit or authorization of, or registration or filing with, and no permit, authorization, consent or approval ofnotice to, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by Parent or any Parent Subsidiary in connection with the execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in contemplated by this Agreement, except to for (i) any notices or filings by Parent required under the extent such permitHSR Act, authorizationand, consent or approval has been or will be obtained by assuming the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation accuracy of the Purchaser, the consent representations and approval warranties of the Minister of Environment to the assignment to Purchaser (or a Purchaser AffiliateCompany in Section 3.4(a)(i), any required filings or notifications under the applicable Competition Laws of the countries and a Subpermit back to Seller (or a Seller Affiliatejurisdictions listed in Section 4.4(a) of the Cypress PermitParent Disclosure Letter and the expiration or termination of any applicable waiting periods (or approval) thereunder, (ii) the filing with the SEC of the Form S-4 and such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) compliance with the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration, (iv) compliance with Nasdaq rules and regulations to permit the consummation of the Merger and the listing of the Parent Common Stock to be issued in the Merger, and (v) such other consents, approvals, clearances, permits, authorizations, registrations, filings or notices that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution The execution, delivery and delivery by the Seller performance of this Agreement or any by each of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor Parent and Merger Sub does not and the consummation by the Seller each of Parent and Merger Sub of the transactions described contemplated hereby will not (i) conflict with or violate any provision of the Constituent Documents of Parent or Merger Sub, or (ii) assuming the filings, consents, approvals and waiting periods referred to in Section 4.4(a) are duly made, obtained or satisfied and the adoption of this Agreement, will Agreement by the sole stockholder of Merger Sub is obtained (A) violate any provision Law or Order, in either case, applicable to Parent or any Parent Subsidiary or any of the Seller’s organizational their respective properties or governing documents, assets or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in the loss of any benefit under, require a violation payment or breach ofincur a penalty under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofParent Subsidiary under, any Contract to which Parent or any Parent Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriateThe execution, no filing with, delivery and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller Company of any of its obligations under this Agreement or any of the Seller’s Documents or and the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby do not and will not require any consent, except to the extent such approval, waiver, license, permit, authorizationfranchise, consent authorization or approval has been Order (“Consent”) of, or will be obtained by the Seller prior to Closing registration, declaration, notice, report, submission or other filing (“Filing”) 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”), other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to (i) the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) filing with the assistance Securities and cooperation of Exchange Commission (the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate“SEC”) of the Cypress PermitSchedule 14D-9 and, if the Company Stockholder Approval is required by applicable Law, the Proxy Statement, (ii) the filing of the Articles of Merger and the acceptance for record by the SDAT of the Articles of Merger pursuant to the MGCL, (iii) if required by applicable Law, the Company Stockholder Approval, (iv) filings, permits, authorizations, consents, notice to and approvals as may be required under, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documentsother applicable requirements of, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documentsExchange Act, (B) violate any Applicable Law to which the Seller are subjectSecurities Act of 1933, as amended (the “Securities Act”), (C) the rules and regulations of the NYSE and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (v) Consents or Filings that become applicable solely as a result of matters specifically related to the Seller’s KnowledgeParent or any of its Affiliates, result in a violation or breach and (vi) such other Consents of, or constitute a default under Filings with, any Governmental Entity the failure of the Contracts that affect any of the Assets which to obtain or Businessesmake, individually or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereofaggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject (a) Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Plato Certificate of Merger with the Secretary of State pursuant to the recording DGCL, (iii) the Plato Stockholder Approval, (iv) actions required by applicable governmental bodies or agencies such as Food and Drug Administration, Drug Enforcement Administration, Department of Health and Human Services, CMS and state Medicaid agencies (Medicare/Medicaid), Office of Personnel Management, state boards of pharmacy and governmental controlled substances, federal and state insurance and other federal and state Governmental Entities with jurisdiction over the dispensing or distribution of pharmaceutical products or over the provision of health care items or services, Medicare Part D prescription drug plans, pharmacy benefit management services, durable medical equipment, insurance and risk sharing arrangements and products and services and third-party administrator approvals, in each case, to the extent applicable (the “Healthcare Regulatory Approvals”), (v) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) the Securities Act of 1933, as amended (the “Securities Act”), (C) notice pursuant to the rules and regulations of the New York Stock Exchange (the “NYSE”), and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any foreign antitrust or competition Laws, and (vi) such other consent, approval, waiver, license, permit, franchise, authorization or Order (“Consents”) of, or registration, declaration, notice, report, submission or other filing (“Filings”) with, any Governmental Entity (as defined below), the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, a Plato Material Adverse Effect or materially impair the ability of Plato to perform its obligations hereunder or prevent or materially delay the consummation of any of the Seller’s Documents as appropriateTransactions, no filing Consents of, or Filings with, and no permitany federal, authorizationstate or local court, consent administrative or approval of, any Governmental Authority regulatory agency or commission or other Person is governmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”) are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Plato of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transactions. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Plato nor the consummation by the Seller Plato of the transactions described in this AgreementTransactions, nor compliance by Plato with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s Plato Charter or Plato By-laws or any of the similar organizational documents of any of its Subsidiaries or governing documents(ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the Plato Stockholder Approval are duly obtained in accordance with the DGCL, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectPlato or any of its Subsidiaries or any of their respective properties or assets, or (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Plato or any portion thereofof its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, debenture, mortgage, indenture, deed of trust, license, lease, agreement or other contract, agreement, commitment instrument or obligation (each, including all amendments thereto, a “Contract”) to which Plato or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x)(1) and (y), as would not reasonably be expected to have, individually or in the aggregate, a Plato Material Adverse Effect or materially impair the ability of Plato to perform its obligations hereunder or prevent or materially delay the consummation of any of the Transactions. The foregoing representation does not take into account, and no representation or warranty set forth in the foregoing Section 3.4(b) is made concerning, the effect of any Order applicable to, or Contract (other than this Agreement) of, Aristotle or any of its Subsidiaries.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate, (i) except for the consents and approvals which Seller shall use commercially reasonable efforts to obtain pursuant to Section 4.8, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by any of the Seller Sellers of any of the Seller’s Documents, or the performance by any of the Seller Sellers of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by any of the Seller Sellers of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the such Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (bii) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither neither the execution and delivery by the any Seller of this Agreement or any of the such Seller’s Documents, nor the performance by the any Seller of any of their its obligations under this Agreement or any of the such Seller’s Documents, nor the consummation by the any Seller of the transactions described in this Agreement, will (A) violate any provision of the such Seller’s organizational or governing documents, (B) violate any Applicable Law to which the such Seller are is subject, (C) subject to receipt of the Seller’s Knowledgeapprovals described in Sections 4.8 and 6.9, result in a violation or breach of, or constitute a default under under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify or cancel, any of the Contracts that affect Ground Leases, Submerged Land Leases, the Docks Lease, the Harbors View Permit, or any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress PermitContracts, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

Consents and Approvals; No Conflicts. Subject to (a) Except (1) for filings and approvals or expiration or termination of applicable waiting periods required under applicable Antitrust Laws, (2) for such filings and reports as may be required under, and other applicable requirements of, the recording Securities Act and the Exchange Act, (3) for the filing, and acceptance for record, of the Certificate of Mergers with the DSOS and the other actions required under the DGCL, (4) for any filings and approvals required under the rules and regulations of the Nasdaq Global Select Market and (5) for any filings as may be required in respect of any transfer or gain Taxes, none of the execution, delivery or performance of this Agreement by the Paired Entities, the consummation by the Paired Entities of the transactions contemplated hereby or compliance by the Paired Entities with any of the Seller’s Documents as appropriateprovisions hereof will (with or without notice or lapse of time, no or both) require any filing with, and no notification to, or permit, authorization, consent or approval of, any Governmental Authority Entity, except for such filings, notifications, permits, authorizations, consents and approvals the failure of which to be obtained or other Person is necessary for execution made, would not have a Company Material Adverse Effect. (b) None of the execution, delivery or delivery performance of this Agreement by the Seller of any of the Seller’s DocumentsPaired Entities, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Paired Entities of the transactions described in this Agreement, except to the extent such permit, authorization, consent contemplated hereby or approval has been or will be obtained compliance by the Seller prior to Closing other than Paired Entities with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, provisions hereof will (Awith or without notice or lapse of time, or both) (i) subject to obtaining the Requisite Company Vote and Requisite Hospitality Vote, conflict with or violate any provision of the Seller’s Organizational Documents or any organizational or governing documentsdocument of any Paired Entities Subsidiaries, (Bii) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of vesting, amendment, termination, cancellation, acceleration, notification or other rights or obligations) under, or give rise to a right of, or result in, vesting, amendment, termination, cancellation, modification or acceleration, purchase or sale under, of any obligation or the creation of an Encumbrance (other than Permitted Encumbrances) or to the loss of a material benefit under, any of the Contracts that affect terms, conditions or provisions of any Contract to which the Company, Hospitality or any Paired Entities Subsidiary is a party or by which it or any of the Assets its properties or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permitassets may be bound, or (Diii) result conflict with or violate any Law or Permit or publicly-facing privacy policy applicable to the Company, Hospitality or any Paired Entities Subsidiary or any of their properties or assets, except in the creation cases of clauses (ii) and (iii) for any such violations, breaches, defaults, or imposition of any lien or encumbrance on any of the Assets or any portion thereofconflicts which would not have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject The execution and delivery of this Agreement by Parent and Purchaser do not, and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement and compliance by Parent and Purchaser with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the recording creation of any Lien in or upon any of the Seller’s Documents as appropriateproperties or assets of Parent or Purchaser under any provision of (i) the certificate of incorporation or bylaws of Parent or Purchaser, no filing with(ii) any loan or credit agreement, and no note, bond, mortgage, indenture, lease or other agreement, instrument, permit, authorizationconcession, consent franchise or approval oflicense applicable to Parent or Purchaser or any of their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any Governmental Authority (A) statute, law, ordinance, rule or other Person is necessary for execution regulation or delivery by the Seller of (B) judgment, order or decree applicable to Parent or Purchaser or any of their respective properties or assets, other than, in the Seller’s Documentscase of clauses (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the performance by aggregate would not (x) have a Material Adverse Effect on Parent, (y) impair in any material respect the Seller ability of any of Parent or Purchaser to perform its respective obligations under this Agreement or (z) prevent or materially delay the consummation of any of the Seller’s Documents transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Parent or Purchaser in connection with the execution and delivery of this Agreement by Parent or Purchaser or the consummation by the Seller Parent or Purchaser of the transactions described in contemplated by this Agreement, except to for (1) the extent such permitfiling of a premerger notification and report form under the HSR Act, authorization, consent or approval has been or will be obtained by (2) the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) filing with the assistance and cooperation SEC of the Purchaser, the consent Offer Documents and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliatesuch reports under Sections 13(a), 13(d) and a Subpermit back to Seller (or a Seller Affiliate16(a) of the Cypress PermitExchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (b4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement Material Adverse Effect on Parent or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement prevent or any of the Seller’s Documents, nor materially delay the consummation by the Seller of the transactions described in contemplated by this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) No consent, no approval, clearance, permit or authorization of, or registration or filing with, and no permit, authorization, consent or approval ofnotice to, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by Parent, Buyer or any Affiliate thereof in connection with the execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of and the Seller’s Documents other Transaction Agreements to which it is a party or the consummation by the Seller of the transactions described in this Agreementcontemplated hereby or thereby, except to the extent such permit, authorization, consent or approval has been or will be obtained for (i) compliance by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) Parent with the assistance HSR Act and cooperation of (ii) such other consents, approvals, clearances, permits, authorizations, registrations, filings or notices that, individually or in the Purchaseraggregate, the consent have not had and approval of the Minister of Environment would not reasonably be expected to the assignment to Purchaser (or have a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution The execution, delivery and delivery by the Seller performance of this Agreement or any and the other Transaction Agreements to which it is a party by each of the Seller’s DocumentsParent, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor Buyer and Merger Sub does not and the consummation by the Seller each of Parent, Buyer and Merger Sub of the transactions described contemplated hereby and thereby will not (i) conflict with or violate any provision of the Constituent Documents of Parent, Buyer or Merger Sub, or (ii) assuming the filings, consents, approvals and waiting periods referred to in this AgreementSection 4.3(a) are duly made, will obtained or satisfied (A) violate any provision Law or Order, in either case, applicable to Parent or any Affiliate thereof or any of the Seller’s organizational their respective properties or governing documents, assets or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in the loss of any benefit under, require a violation payment or breach ofincur a penalty under, require any consent, notice or other action under, constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofAffiliate thereof under, any Contract to which Parent, Buyer or any Affiliate thereof is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject (a) Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of the Form S-4 and the Proxy/Consent Solicitation Statement, (ii) the filing of the Certificate of Merger with the Secretary of State pursuant to the recording DGCL, including any annual franchise Tax report associated therewith, (iii) the Parent Stockholder Approval, (iv) filings, permits, authorizations, Consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Securities Exchange Act of any 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (B) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), (C) notice pursuant to the rules and regulations of the Seller’s Documents as appropriate, no filing withNasdaq, and no (D) the HSR Act and any other applicable Antitrust Laws and (v) such other consent, approval, waiver, license, permit, authorizationfranchise, consent authorization or approval Order (“Consents”) of, or registration, declaration, notice, report, submission or other filing (“Filings”) with, any Governmental Authority Entity, the failure of which, with respect to clauses (iv) and (v), to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, no Consents of, or Filings with, any federal, state, or local court, administrative or regulatory agency or commission or other Person is governmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”) are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Parent and Merger Sub of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transactions. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Parent nor the consummation by the Seller Parent of the transactions described in this AgreementTransactions, nor compliance by Parent with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Parent Charter or governing documentsParent Bylaws or (ii) assuming that the authorizations, Consents and approvals referred to in Section 3.4(a) and the Parent Stockholder Approval are duly obtained in accordance with the DGCL, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectParent or any of its properties or assets, or (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent under, any of the terms, conditions or provisions of any note, bond, debenture, mortgage, indenture, deed of trust, license, lease, agreement or other contract, agreement, commitment instrument or obligation (each, including all amendments thereto, a “Contract”) to which Parent is a party, or by which it or any portion thereofof its properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to Except as set forth on Schedule 4.4 and for (a) the recording of any applicable requirements of the Seller’s Documents HSR Act and the Exchange Act, (b) the approvals referred to in Section 4.2(b), (c) the giving of notice in accordance with Section 60.214 of the OBCA and (d) the filing and recordation of the Articles of Merger as appropriaterequired by the OBCA, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person third party is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Cascade of the transactions described in contemplated by this Agreement, except where the failure to the extent make such permit, filing or obtain such authorization, consent or approval has been or will be obtained by the Seller prior would not have a Material Adverse Effect. Subject to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing obtaining such approvals and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchasermaking such filings, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Cascade nor the consummation by the Seller Cascade of the transactions described in this Agreementcontemplated hereby, nor compliance by Cascade with any of the provisions hereof, will (Aa) violate result in any violation of any provision of the Seller’s organizational Restated Articles of Incorporation or governing documentsBylaws of Cascade or any Cascade Subsidiary, (Bb) violate any Applicable Law to which Cascade or any of the Seller are subject, Cascade Subsidiaries is subject or by which any of their respective properties is bound or (Cc) to the Seller’s Knowledgeexcept as set forth on Schedule 4.4, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to a right of any Person to terminate, cancel or accelerate the payment or performance of any liability, obligation or commitment under any contract (including any Contract listed in Schedule 4.13) to which Cascade or any of the Contracts that affect Cascade Subsidiaries is a party, or by which any of the Assets or Businessestheir respective properties are bound, or Seller in any respectexcept, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation case of clauses (b) and (c) above, where such violation, breach, default or imposition right of any lien termination, cancellation or encumbrance on any of the Assets or any portion thereofacceleration would not have a Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any (a) The execution, delivery and performance by Parent and each of the Seller’s Documents as appropriateMerger Subs of this Agreement and the consummation by Parent and each of the Merger Subs of the Transactions contemplated hereby do not and will not require any Consent of, no filing or Filing with, and no permit, authorization, consent or approval of, any Governmental Authority or Entity, other Person is necessary for execution or delivery by than (i) the Seller of any filing with the SEC of the Seller’s SEC Transaction Documents, (ii) the filing of the First Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) the filing of the Second Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the DLLCA, (iv) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the HSR Act, and (iv) such other Consents of, or Filings with, any Governmental Entity the performance failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Transactions contemplated by this Agreement or otherwise prevent Parent and each of the Seller of any of Merger Subs from performing its obligations under this Agreement or in any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and material respect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any by Parent and each of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Merger Subs nor the consummation by the Seller Parent and each of the transactions described in this AgreementMerger Subs of the Transactions contemplated hereby, nor compliance by Parent and each of the Merger Subs with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Constituent Documents of Parent or governing documentsany of its Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.5(a), (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectParent, Merger Subs or any of its Subsidiaries or any of their respective properties or assets, (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofof its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x)(1) and (y), for such violations, conflicts, loss of benefits, defaults, rights of termination or cancellation, acceleration or creation of Liens as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject (a) Each of Parent’s and each Merger Sub’s execution and delivery hereof does not, each of Parent’s and each Merger Sub’s performance of its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, (i) conflict with or violate the Constituent Documents of any Parent Entity, (ii) subject to making the recording Filings and obtaining the Consents contemplated by Section 4.4(b), obtaining the Company Stockholder Approval and Parent’s adoption hereof, in its capacity as the sole stockholder of each Merger Sub, violate any applicable Law or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancellation or amendment of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the Sellerrespective properties or assets of a Parent Entity under, any Contract to which any Parent Entity is a party or by which any asset of a Parent Entity is bound or affected, except, in the case of the foregoing clauses (ii) and (iii), would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect and would not reasonably be expected, individually or in the aggregate, to prevent, materially delay or materially impede Parent’s Documents as appropriateand Merger Subs’ ability to consummate the First Merger or any of the other transactions contemplated hereby. (b) Each of Parent’s and each Merger Sub’s execution and delivery hereof does not, no filing witheach of Parent’s and Merger Subs’ performance of its covenants and agreements hereunder shall not, and no permitthe consummation of the transactions contemplated hereby shall not, authorizationrequire any Parent Entity to make Filing with or to, consent or approval to obtain any Consent of, any Governmental Authority Authority, except for the following: (i) the filing with the SEC of the Form S-4; (ii) the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware; (iii) Filings required by the Exchange Act, the Securities Act and the rules and regulations of NYSE; (iv) the HSR Clearance and Filings required by the HSR Act for the transactions contemplated hereby; (v) the Specified Filings and the Specified Consents; and (vi) any other Filing with or to, or other Person is necessary for execution Consent of, any Governmental Authority, the failure of which to make or delivery by obtain would not reasonably be expected to result in, individually or in the Seller of any of aggregate, a Parent Material Adverse Effect and would not reasonably be expected, individually or in the Selleraggregate, to prevent, materially delay or materially impede Parent’s Documents, or and Merger Subs’ ability to consummate the performance by the Seller of any of its obligations under this Agreement First Merger or any of the Seller’s Documents or the consummation by the Seller of the other transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereofcontemplated hereby.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) No consent, no approval, clearance, permit or authorization of, or registration or filing with, and no permit, authorization, consent or approval ofnotice to, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by the Company or any Company Subsidiary in connection with the execution or delivery of this Agreement and the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby, except for (i) any notices or filings by the Seller Company with the HSR Act and the expiration or termination of any applicable waiting periods (or approval) thereunder, (ii) the filing of the Seller’s DocumentsCertificate of Merger with the Secretary of State of the State of Delaware in accordance with the Act and (iii) the consents and approvals of the Governmental Entities set forth in Section 3.4(a) of the Company Disclosure Letter. (b) The execution, or delivery and performance of this Agreement and the performance other Transaction Agreements by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or Company does not, and the consummation by the Seller Company of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or contemplated hereby and thereby will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtainnot: (ai) conflict with the assistance and cooperation or violate any provision of the Purchaser, the consent and approval Constituent Documents of the Minister of Environment to Company or any Company Subsidiary (assuming the assignment to Purchaser (or a Purchaser AffiliateMerger Consent is obtained), or (ii) assuming the filings, consents, approvals and a Subpermit back waiting periods referred to Seller (in Section 3.4(a) are duly made, obtained or a Seller Affiliate) of satisfied and the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will Merger Consent is obtained (A) violate any provision Law or Order, in either case, applicable to the Company or any Company Subsidiaries or any of the Seller’s organizational their respective properties or governing documents, assets or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in the loss of any benefit under, require a violation payment or breach ofincur a penalty under, require any consent, notice or other action under, constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiaries under, any Material Contract, except, in the case of this clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to result in material liability to the Company and the Company Subsidiaries, taken as a whole.

Consents and Approvals; No Conflicts. Subject (a) Each of Parent’s and Xxxxxx Sub’s execution and delivery hereof does not, each of Parent’s and Merger Sub’s performance of its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, (i) conflict with or violate the Constituent Documents of any Parent Entity, (ii) subject to making the recording Filings and obtaining the Consents contemplated by Section 4.4(b), violate any applicable Law or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancellation or amendment of or a right of termination, cancellation or amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the Sellerrespective properties or assets of Parent or any of the Parent Subsidiaries (including Merger Sub) under, any Contract to which any Parent Entity is a party or by which any asset of any Parent Entity is bound or affected, except, in the case of the foregoing clauses (ii) and (iii), as would not reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect. (b) Each of Parent’s Documents as appropriateand Merger Sub’s execution and delivery hereof does not, no filing witheach of Parent’s and Merger Sub’s performance of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby shall not, and no permitrequire Parent or any of the Parent Subsidiaries (including Merger Sub) to make a Filing with or to, authorization, consent or approval to obtain any Consent of, any Governmental Authority or Authority, except for (i) any Filings required to be made with the SEC and such reports under and such other Person is necessary for execution or delivery by compliance with the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under Exchange Act as may be required in connection with this Agreement or any of the Seller’s Documents or the consummation by the Seller of and the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.contemplated hereby,

Consents and Approvals; No Conflicts. Subject to (a) Except (1) for filings and approvals or expiration or termination of applicable waiting periods required under applicable Antitrust Laws, (2) for such filings and reports as may be required under, and other applicable requirements of, the recording Securities Act and the Exchange Act, and (3) for the filing, acceptance for record, of the Certificate of Mergers with the DSOS and other actions required under the DGCL, none of the execution, delivery or performance of this Agreement by Parent, MergerCo 1 or MergerCo 2, the consummation by Parent, MergerCo 1 or MergerCo 2 of the transactions contemplated hereby or compliance by Parent, MergerCo 1 or MergerCo 2 with any of the Seller’s Documents as appropriateprovisions hereof will (with or without notice or lapse of time, no or both) require any filing with, and no notification to, or permit, authorization, consent or approval of, any international, national, federal, state, provincial or local state or federal government or governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body, arbitrator or self-regulated entity (each, a “Governmental Authority Entity”), except for such filings, notifications, permits, authorizations, consents and approvals the failure of which to be obtained or other Person is necessary for execution made, would not have a Parent Material Adverse Effect. (b) None of the execution, delivery or delivery performance of this Agreement by the Seller Parent, MergerCo 1, MergerCo 2, the consummation by Parent, MergerCo 1, MergerCo 2 of the transactions contemplated hereby or compliance by Parent, MergerCo 1, MergerCo 2 with any of the Seller’s Documentsprovisions hereof will (with or without notice or lapse of time, or the performance by the Seller of any of its obligations under this Agreement both) (i) conflict with or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational certificate of formation, limited partnership agreement, certificate of incorporation or governing documentsbylaws, as applicable, of Parent, MergerCo 1 or MergerCo 2, (Bii) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation or acceleration or other rights or obligations) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, any of the Contracts that affect terms, conditions or provisions of any Contract to which Parent, MergerCo 1, MergerCo 2 or any of the Assets their respective affiliates is a party or Businesses, by which any of them or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permitrespective properties or assets may be bound or subject, or (Diii) result conflict with or violate any Law applicable to Parent, MergerCo 1, MergerCo 2 or any of their respective affiliates or any of their properties or assets, except in the creation cases of clauses (ii) and (iii) for any such violations, breaches, defaults, conflicts or imposition of any lien or encumbrance on any of the Assets or any portion thereofother occurrences which would not have a Parent Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any Except for applicable requirements of the Seller’s Documents HSRA and as appropriateset forth on Schedule 4.4 hereto and the approvals referred to in Sections 2.5 and 4.2(b) hereof, the giving of notice in accordance with O.R.S. 60.214 and the filing and recordation of the Merger Filings as required by the OBCA and the DGCL, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person third party is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Americold of the transactions described in contemplated by this Agreement, except where the failure to the extent make such permit, filing or obtain such authorization, consent or approval has been would not individually or will be obtained by in the Seller prior aggregate have a Material Adverse Effect. Subject to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing obtaining such approvals and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchasermaking such filings, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Americold nor the consummation by the Seller Americold of the transactions described in this Agreementcontemplated hereby, nor compliance by Americold with any of the provisions hereof, will (Ai) violate result in any violation of any provision of the Seller’s Articles of Incorporation or By-Laws or other organizational documents of Americold or governing documentsany Americold Subsidiary, (Bii) violate any Applicable Law to which the Seller are subject, or (Ciii) to the Seller’s Knowledgeexcept as set forth on Schedule 4.4 hereto, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to a right of any Person to terminate, cancel or accelerate the payment or performance of any liability, obligation or commitment under any contract (including any Contract listed in Schedule 4.13 hereto) to which Americold or any of the Contracts that affect Americold Subsidiaries is a party, or by which any of the Assets or Businessestheir respective properties are bound, or Seller in any respectexcept, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation case of clauses (ii) and (iii) above, where such violation, breach, default or imposition right of any lien termination, cancellation or encumbrance on any of acceleration would not individually or in the Assets or any portion thereofaggregate have a Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject (a) Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statements, (ii) the filing of (A) the Extension Amendment with the Secretary of State of the State of Delaware and (B) the Investor Restated Charter with the Secretary of State of the State of Delaware, (iii) the Investor Stockholder Approvals, (iv) filings, permits, authorizations, Consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (B) the Securities Act, (C) notice pursuant to the recording of any rules and regulations of the Seller’s Documents as appropriate, no filing withNasdaq, and no (D) the HSR Act and any other applicable Antitrust Laws and (v) such other consent, approval, waiver, license, permit, authorizationfranchise, consent authorization or approval Order (“Consents”) of, or registration, declaration, notice, report, submission or other filing (“Filings”) with, any Governmental Authority Entity, the failure of which, with respect to clause (v), to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, an Investor Material Adverse Effect, no Consents of, or Filings with, any federal, state, or local court, administrative or regulatory agency or commission or other Person is governmental authority or instrumentality, domestic or foreign (each, a “Governmental Entity”) are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Investor of the Transactions or the other transactions described in this Agreement, except to the extent contemplated by such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transaction Agreements. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller Investor of this Agreement or nor any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement other Transaction Agreements to which Investor is or any of the Seller’s Documentswill be a party, nor the consummation by the Seller Investor of the Transactions or the other transactions described in this Agreementcontemplated by such other Transaction Agreements, nor compliance by Investor with any of the terms or provisions hereof and thereof, will (Ai) conflict with or violate any provision of the Seller’s organizational Investor Charter (or, as of the Closing, the Investor Restated Charter) or governing documentsInvestor Bylaws, (Bii) assuming that the authorizations, Consents and approvals referred to in Section 2.4(a) and the Investor Stockholder Approvals are duly obtained in accordance with the DGCL, (x) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectInvestor or any of its properties or assets, or (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets properties or assets of Investor under, any of the terms, conditions or provisions of any note, bond, debenture, mortgage, indenture, deed of trust, license, lease, agreement or other contract, agreement, commitment instrument or obligation (each, including all amendments thereto, a “Contract”) to which Investor is a party, or by which it or any portion thereofof its properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), as would not reasonably be expected to have, individually or in the aggregate, an Investor Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) No consent, no approval, clearance, permit or authorization of, or registration or filing with, and no permit, authorization, consent or approval ofnotice to, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by the Company or any Company Subsidiary in connection with the execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any the consummation of the Seller’s Documents transactions contemplated by this Agreement, except for (i) any notices or filings by the Company with the HSR Act and the expiration or termination of any applicable waiting periods (or approval) thereunder, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and (iii) the consents and approvals of the Governmental Entities set forth in Section 3.4(a) of the Company Disclosure Letter. (b) The execution, delivery and performance of this Agreement by the Company does not, and the consummation by the Seller Company of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or contemplated hereby will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtainnot: (ai) conflict with the assistance and cooperation or violate any provision of the Purchaser, the consent and approval Constituent Documents of the Minister of Environment to Company or any Company Subsidiary (assuming the assignment to Purchaser (or a Purchaser AffiliateCompany Stockholder Approval is obtained), or (ii) assuming the filings, consents, approvals and a Subpermit back waiting periods referred to Seller (in Section 3.4(a) are duly made, obtained or a Seller Affiliate) of satisfied and the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will Company Stockholder Approval is obtained (A) violate any provision Law or Order, in either case, applicable to the Company or any Company Subsidiaries or any of the Seller’s organizational their respective properties or governing documents, assets or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in the loss of any benefit under, require a violation payment or breach ofincur a penalty under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiaries under, any Material Contract except, in the case of this clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to result in material liability to the Company and the Company Subsidiaries, taken as a whole.

Consents and Approvals; No Conflicts. Subject (a) Except for (i) Filings, permits, authorizations, Consents, notice to and approvals as may be required under, and other applicable requirements of, the recording of HSR Act and any other applicable Antitrust Laws, (ii) the consents, Filings, approvals and notices with applicable state debt collection and other similar regulators, in each case, that are set forth in Section 3.5(a)(ii) of the Seller’s Documents as appropriate, no filing Company Disclosure Letter and (iii) such other Consents or other Filings with, and no permit, authorization, consent or approval of, any Governmental Authority Entity, the failure of which, with respect to clause (iii), to obtain or other Person is make has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Consents of, or Filings with, any Governmental Entity are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Company of the Transactions or the other transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained contemplated by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transaction Agreements. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller Company of this Agreement or nor any of the Seller’s Documents, nor other Transaction Agreements to which the performance by the Seller of any of their obligations under this Agreement Company is or any of the Seller’s Documentswill be a party, nor the consummation by the Seller Company of the Transactions or any of the other transactions described in this Agreementcontemplated by such other Transaction Agreements, nor compliance by the Company with any of the terms or provisions hereof or thereof, will (Ai) conflict with or violate any provision of the Seller’s certificate of formation or the limited liability company agreement of the Company or, as of the Closing, any of the organizational documents of any of the Company Subsidiaries or governing documents(ii) (x) assuming that the authorizations, (BConsents and approvals referred to in Section 3.5(a)(ii) of the Company Disclosure Letter are duly obtained in accordance with applicable Law, violate any Applicable (1) Law to which the Seller are subjector (2) Order, (C) in either case, applicable to the Seller’s KnowledgeCompany or any of the Company Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or, as of the Closing, any of the Company Subsidiaries under, any of the terms, conditions or provisions of any Contract to which the Company or, as of the Closing, any of the Company Subsidiaries is a party, or by which they or any portion thereofof their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject Except as may be required under the applicable requirements of, the Exchange Act, the HSR Act, the DPA, ITAR, the DGCL, the DLLCA, the rules and regulations of Nasdaq, state securities laws, and applicable foreign and supranational Regulatory Laws, each as amended from time to time, neither the recording execution and delivery of any this Agreement by Parent and Merger Sub nor the consummation by Parent and Merger Sub of the Seller’s Documents as appropriateTransactions will (a) conflict with or violate any provision of the certificate of incorporation or bylaws, no or similar organizational documents, of Parent, Merger Sub or any other Subsidiary of Parent, (b) require Parent, Merger Sub or any other Subsidiary of Parent to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller Entity of any of the Seller’s Documentscompetent jurisdiction, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (ac) assuming compliance with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment matters referred to the assignment to Purchaser in clause (or a Purchaser Affiliateb), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (Ai) violate any provision Law applicable to Parent, Merger Sub or any other Subsidiary of the Seller’s organizational Parent, or governing documentstheir respective properties or assets, (Bii) violate violate, breach, require any Applicable Law to which the Seller are subjectconsent by any Person under, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any (or an event that, with or without notice, lapse of the Contracts that affect any time or both, would constitute a default under), give rise to a right of the Assets termination or Businessescancellation under, or Seller in accelerate the performance required by any respectContract to which Parent, subject to obtaining consent to assignment and transfer Merger Sub or any other Subsidiary of same in accordance with their terms, including without limitation the Cypress PermitParent is a party, or (Diii) result in the creation or imposition of any lien or encumbrance Lien, other than any Permitted Lien, on any asset of Parent, Merger Sub or any other Subsidiary of Parent, with such exceptions, in the case of clauses (b) and (c) as would not materially impair the ability of Parent and Merger Sub to consummate, or would not prevent or materially delay, the consummation of the Assets or any portion thereofTransactions.

Consents and Approvals; No Conflicts. Subject (a) Except for (i) the filing with the SEC of the preliminary Joint Proxy Statement, the Joint Proxy Statement and the Form S-4, (ii) the filing of the Aristotle Certificate of Merger with the Secretary of State pursuant to the recording DGCL, (iii) the Aristotle Stockholder Approval, (iv) actions required by applicable Healthcare Regulatory Approvals, (v) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of NASDAQ, and (D) the HSR Act, and any foreign antitrust or competition Laws, and (vi) such other Consents or other Filings with, any Governmental Entity the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, an Aristotle Material Adverse Effect or materially impair the ability of Aristotle to perform its obligations hereunder or prevent or materially delay the consummation of any of the Seller’s Documents as appropriateTransactions, no filing Consents of, or Filings with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is Entity are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Aristotle of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transactions. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Aristotle nor the consummation by the Seller Aristotle of the transactions described in this AgreementTransactions nor compliance by Aristotle with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of the Seller’s certificate of incorporation or bylaws of Aristotle or any of the similar organizational documents of any of its Subsidiaries or governing documents(ii) assuming that the authorizations, consents and approvals referred to in Section 4.4(a) and the Aristotle Stockholder Approval are duly obtained in accordance with the DGCL, (Bx) violate any Applicable (1) Law or (2) Order, in either case, applicable to which the Seller are subjectAristotle or any of its Subsidiaries or any of their respective properties or assets, or (Cy) to the Seller’s Knowledgeviolate, conflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Aristotle or any portion thereofof its Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Aristotle or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clauses (x)(1) and (y), as would not reasonably be expected to have, individually or in the aggregate, an Aristotle Material Adverse Effect or materially impair the ability of Aristotle to perform its obligations hereunder or prevent or materially delay the consummation of any of the Transactions. The foregoing representation does not take into account, and no representation or warranty set forth in the foregoing Section 4.5(b) is made concerning, the effect of any Order applicable to, or Contract (other than this Agreement) of, Plato or any of its Subsidiaries.

Consents and Approvals; No Conflicts. Subject (a) Except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of the preliminary Proxy Statement, the Proxy Statement and the Registration Statement, (ii) the filing of the Certificate of Merger with the Secretary of State pursuant to the recording DGCL, (iii) the Easterly Stockholder Approval, (iv) filings, permits, authorizations, consents, notice to and approvals as may be required under, and other applicable requirements of, (A) the Securities Exchange Act of any 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (B) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), (C) notice pursuant to the rules and regulations of the Seller’s Documents as appropriateNASDAQ and (D) the Bermuda Monetary Authority, no filing withif applicable, and no (v) such other consent, approval, waiver, license, permit, authorizationfranchise, consent authorization or approval Order (“Consents”) of, or registration, declaration, notice, report, submission or other filing (“Filings”) with, any Governmental Authority Entity (as defined below), the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, an Easterly Material Adverse Effect, no Consents of, or Filings with, any federal, state, or local court, administrative or regulatory agency or commission or other Person is governmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”) are necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller Easterly of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Transactions. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance Ancillary Agreements by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Easterly nor the consummation by the Seller Easterly of the transactions described in this AgreementTransactions, nor compliance by Easterly with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the Easterly Charter or Easterly Bylaws or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the Easterly Stockholder Approval are duly obtained in accordance with the DGCL, (A) violate any provision (1) Law or (2) Order, in either case, applicable to Easterly or any of the Seller’s organizational its properties or governing documentsassets, or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in a violation or breach ofthe loss of any material benefit under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Easterly under, any of the terms, conditions or provisions of any note, bond, debenture, mortgage, indenture, deed of trust, license, lease, agreement or other contract, agreement, commitment instrument or obligation (each, including all amendments thereto, a “Contract”) to which Easterly is a party, or by which it or any portion thereofof its properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), as would not reasonably be expected to have, individually or in the aggregate, an Easterly Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject Except as set forth in Section 4.5 of the Company Disclosure Schedule and as may be required under the applicable requirements of the Exchange Act, the HSR Act, the DPA, ITAR, the DGCL, the DLLCA, the rules and regulations of Nasdaq, state securities laws, and applicable foreign and supranational Regulatory Laws, each as amended from time to time, and assuming that the recording Company Stockholder Approval has been obtained, neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the Transactions will (a) assuming the accuracy of the representations and warranties in Section 5.7, conflict with or violate any provision of the Company Charter, the Company Bylaws or the certificate of incorporation and bylaws (or equivalent organizational documents) of any of Company Subsidiary, (b) require the Seller’s Documents as appropriateCompany to make any notice to, no or filing with, and no or obtain any permit, authorization, consent or approval of, any Governmental Authority Entity of competent jurisdiction or other Person is necessary for execution or delivery by (c) assuming compliance with the Seller of matters referred to in clause (b), (i) violate any Law applicable to the Company, any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement Company Subsidiaries or any of the Seller’s Documents their respective properties or the consummation assets, (ii) violate, breach, require any consent by the Seller of the transactions described in this Agreementany Person, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser constitute a default (or an event that, with or without notice, lapse of time or both, would constitute a Purchaser Affiliatedefault), and give rise to a Subpermit back to Seller (right of termination, amendment or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledgecancellation, result in a violation or breach ofthe loss of any benefit, or constitute a default accelerate the performance required by the Company or any Company Subsidiaries, under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress PermitMaterial Contract, or (Diii) result in the creation or imposition of any lien Lien, other than any Permitted Lien, on any asset of the Company or encumbrance on any of the Assets or any portion thereofCompany Subsidiaries, with such exceptions, in the case of each of clauses (b) and (c), as would not constitute a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) No consent, no approval, clearance, permit or authorization of, or registration or filing with, and no permit, authorization, consent or approval ofnotice to, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by the Company or any Company Subsidiary in connection with the execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any the consummation of the Seller’s Documents transactions contemplated by this Agreement, except for (i) any notices or filings by the Company required under the HSR Act and, assuming the accuracy of the representations and warranties of Parent in Section 4.4(a)(i), any required filings or notifications under the applicable Competition Laws of the countries and jurisdictions listed in Section 3.4(a) of the Company Disclosure Letter and the expiration or termination of any applicable waiting periods (or approval) thereunder, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (iii) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act and such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) compliance with the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration, (v) compliance with NYSE rules and regulations to permit the consummation of the Merger and the listing of the Parent Common Stock to be issued in the Merger, and (vi) such other consents, approvals, clearances, permits, authorizations, registrations, filings or notices that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Company does not, and the consummation by the Seller Company of the transactions described in this Agreementcontemplated hereby will not, except to the extent such permit, authorization, consent (i) conflict with or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation violate any provision of the Purchaser, the consent and approval Constituent Documents of the Minister of Environment to Company or any Company Subsidiary (assuming the assignment to Purchaser (or a Purchaser AffiliateCompany Stockholder Approval is obtained), or (ii) assuming the filings, consents, approvals and a Subpermit back waiting periods referred to Seller (in Section 3.4(a) are duly made, obtained or a Seller Affiliate) of satisfied and the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will Company Stockholder Approval is obtained (A) violate any provision Law or Order, in either case, applicable to the Company or any Company Subsidiaries or any of the Seller’s organizational their respective properties or governing documents, assets or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in the loss of any benefit under, require a violation payment or breach ofincur a penalty under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of the Company or any portion thereofCompany Subsidiaries under, any Company Material Contract to which the Company or any Company Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Conflicts. Subject to Neither the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of other Transaction Document by BridgeBio or the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, Company nor the consummation by the Seller of the transactions described in this Agreementcontemplated hereby and thereby will, will directly or indirectly: (Aa) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a breach or violation of, or default under, the Organizational Documents of BridgeBio, the Company or the Acquired Subsidiaries; (b) require any notice, consent, waiver, approval, order or authorization of, or registration or filing with, any Governmental Authority (collectively, “Governmental Filings and Approvals”), other than (i) to notify any Regulatory Authority of the transfer to the Company or its designee of any Regulatory Approval relating to any applicable In-Scope Program(s) (if applicable) or (ii) that, if not obtained or made, would have a BridgeBio Material Adverse Effect; (c) require any notice, consent or other action by any Person under, constitute a default (with or without notice, lapse of time, or both) under or breach of, or give rise to any right of termination, cancellation or acceleration of any right or obligation of BridgeBio, the Company or any Acquired Subsidiary, or to a loss of any benefit to which BridgeBio, the Company or any Acquired Subsidiary is entitled under, any In-Scope Program Contract, except for any violations, breaches, defaults, terminations, cancellations or accelerations or loss of any benefit as would not have a BridgeBio Material Adverse Effect; or (d) (i) constitute or result in a default under violation of any Law or Governmental Order to which BridgeBio, an Acquired Subsidiary or the In-Scope Programs are subject or by which any of BridgeBio’s or the Contracts that affect any of the Assets Company’s properties or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, assets is bound; or (Dii) result in the creation or imposition of an Encumbrance (other than Permitted Encumbrances) upon any lien or encumbrance on any of the Assets Acquired Subsidiary or any portion thereofAcquired Asset, except with respect to clauses (i) and (ii) as would not, individually or in the aggregate, reasonably be expected to (A) be material to the Company, the Acquired Subsidiaries or the In-Scope Programs, taken as a whole, or (B) materially affect, prevent or delay the ability of BridgeBio or the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Conflicts. Subject to the recording of any of the Seller’s Documents as appropriate(a) No consent, no approval, clearance, permit or authorization of, or registration or filing with, and no permit, authorization, consent or approval ofnotice to, any Governmental Authority Entity is required to be made or other Person is necessary for obtained by Parent, Buyer or any Affiliate thereof in connection with the execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in contemplated by this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained for (i) compliance by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) Parent with the assistance HSR Act and cooperation of (ii) such other consents, approvals, clearances, permits, authorizations, registrations, filings or notices that, individually or in the Purchaseraggregate, the consent have not had and approval of the Minister of Environment would not reasonably be expected to the assignment to Purchaser (or have a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and Parent Material Adverse Effect. (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution The execution, delivery and delivery by the Seller performance of this Agreement or any by each of the Seller’s DocumentsParent, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor Buyer and Merger Sub does not and the consummation by the Seller each of Parent, Buyer, and Merger Sub of the transactions described contemplated hereby will not (i) conflict with or violate any provision of the Constituent Documents of Parent, Buyer, or Merger Sub, or (ii) assuming the filings, consents, approvals and waiting periods referred to in this AgreementSection 4.3(a) are duly made, will obtained or satisfied (A) violate any provision Law or Order, in either case, applicable to Parent or any Affiliate thereof or any of the Seller’s organizational their respective properties or governing documents, assets or (B) violate any Applicable Law to which the Seller are subjectviolate, (C) to the Seller’s Knowledgeconflict with, result in the loss of any benefit under, require a violation payment or breach ofincur a penalty under, or constitute a default under any (or an event which, with notice or lapse of the Contracts that affect any of the Assets or Businessestime, or Seller both, would constitute a default) under, result in any respectthe termination of or a right of termination or cancellation under, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation accelerate the Cypress Permitperformance required by, or (D) result in the creation or imposition of any lien or encumbrance on Lien upon any of the Assets respective properties or assets of Parent or any portion thereofAffiliate thereof under, any Contract to which Parent, Buyer or any Affiliate thereof is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of the foregoing clause (ii), for such matters as, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.