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

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Subject to the execution filings, permits, authorizations, consents and approvals set forth on Schedule 4.4 or as may be required under the applicable requirements of the HSR Act or the competition Laws or regulations of the European Union or any foreign supranational authority in any jurisdiction in which the Sellers or the Buyer (directly or through subsidiaries, in each case) has assets or conducts operations, none of execution, delivery or performance of this Agreement or the Ancillary Agreements to which the Buyer is to be a party by Parent or Purchaser nor the Buyer, the consummation by the Buyer of the transactions contemplated hereby and thereby or compliance by the Buyer with any of the provisions hereof or thereof will (ai) conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation, bylaws or Bylaws (or other similar governing documents) organization documents of Parent or Purchaserthe Buyer, (bii) require any consentfiling with, approvalor permit, authorization authorization, consent or permit approval of, any Government entity or its regulatory authorities and agencies or any other Person, (iii) result in the violation or breach of, or filing constitute (with or notification to, any Governmental Entity, except (iwithout due notice or lapse of time or both) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, pursuant to any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, lease, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser the Buyer or any of their respective Subsidiaries its subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for or (iv) violate any Law applicable to the Buyer, with such defaults exceptions in the case of the foregoing clauses (or rights of terminationii), cancellation, modification or acceleration(iii) and (iv) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on adversely affect the ability of Parent or Purchaser the Buyer to consummate the transactions contemplated hereby by this Agreement or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyperform its obligations hereunder.

Consents and Approvals; No Violation. Neither (i) Except for regulatory approvals that Melrose will need to receive in connection with its acquisition of Elster as will be specified in the Tender Offer Statement in Schedule TO (including, without limitation, filings as may be required under applicable securities laws), no filing with, and no permit, authorization, consent, or approval of, any governmental entity is necessary for the execution of this Agreement by Melrose and the consummation by Melrose and / or the Tender Subsidiary, as the case may be, of the transactions contemplated by this Agreement, and (ii) none of the execution and delivery of this Agreement by Parent or Purchaser nor Melrose, the consummation by Melrose of the transactions contemplated hereby will by this Agreement or compliance by Melrose with any of the provisions of this Agreement shall (aA) conflict with or result in any breach of any provision the organizational documents of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserMelrose, (bB) require any consent, approval, authorization result in a material violation or permit material breach of, or filing constitute (with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" without notice or "blue sky" laws lapse of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permittime, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (cboth) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any third party right of termination, cancellation, modification amendment, or acceleration) under any of the terms, conditions conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, contract, indenture or other instrument or obligation of any kind to which Parent or Purchaser or any of their respective Subsidiaries Melrose is a party party, or by which Parent or any of its Subsidiaries or any of their respective assets (C) subject to compliance with filing requirements as may be boundrequired under applicable securities laws, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, judgment, statute, rule rule, or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are boundMelrose, except for violations which in each case under clauses (A), (B) or (C), where the absence of filing or authorization, conflict, violation, breach, or default would not, individually not materially impair or in the aggregate, have a material adverse effect on materially adversely affect the ability of Parent or Purchaser Melrose to consummate the transactions contemplated herebyperform its obligations hereunder.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by each of Parent or Purchaser Sub nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserSub, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (iA) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, DGCL and the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banksstates, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiB) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser Sub to consummate the transactions contemplated hereby, (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser Sub to consummate the transactions contemplated hereby hereby, or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Sub or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Except for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain filings and approvals relating to health care licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filings and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect or could not prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery by Company of this Agreement by Parent or Purchaser Agreement, nor the consummation by Company of the transactions contemplated hereby hereby, nor compliance by Company with any of the provisions hereof, will (ai) conflict with or result in any breach of any provision provisions of the respective Certificates charter documents or by-laws of Incorporation Company or Bylaws (or other similar governing documents) any of Parent or PurchaserCompany Subsidiaries, (bii) require any consent, approval, authorization result in a violation or permit breach of, or filing constitute (with or notification to, any Governmental Entity, except (iwithout due notice or lapse of time or both) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture agreement or other instrument or obligation ("Contracts") to which Parent or Purchaser Company or any of their respective Company Subsidiaries is a party or by which Parent or any of its Subsidiaries them or any of their respective properties or assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (diii) assuming compliance with the matters referred to in this Section 6.5, violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentCompany, Purchaser any of Company Subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are boundassets, except in the case of clauses (ii) and (iii) for violations violations, breaches or defaults which would notnot , individually alone or in the aggregate, have a material adverse effect on Company Material Adverse Effect or that would not prevent, materially delay or materially impair the ability of Parent or Purchaser Company to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by each of Parent or Purchaser nor and Merger Sub and the consummation by each of Parent and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby will by the Merger Agreement do not (ai) violate, conflict with or result in any a breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination of, (iv) accelerate the performance required by Parent or any of its Subsidiaries under, (v) result in a right of termination or acceleration under, (vi) give rise to any right obligation to make payments or provide compensation under, (vii) result in the creation of terminationany Lien upon any of the properties or assets of Parent or Merger Sub under, cancellationor (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person under, modification or acceleration) under any of the terms, conditions or provisions of any note(A) the respective charters, licensebylaws, agreementpartnership agreements, contracttrust declarations, indenture or other instrument or obligation to which similar organizational instruments of Parent or Purchaser any of its Subsidiaries, (B) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (C) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, partnership agreement, joint venture agreement or other instrument, obligation or agreement of any kind to which Parent or any of its Subsidiaries is now a party or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be boundbound or affected, except for with respect to clauses (B) and (C), such triggering of payments, Liens, encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in prevent or delay the aggregate have a material adverse effect on consummation of the ability of Parent Offer, the Merger or Purchaser to consummate the other transactions contemplated hereby or (d) violate any orderby the Merger Agreement, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyincluding this Agreement.

Consents and Approvals; No Violation. Neither Except as set forth on Schedule 4.7, neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (a) conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or require any consent or approval by a party under or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the respective Certificates properties or assets or the Company or any Subsidiary under (i) the Certificate of Incorporation or Bylaws (of the Company or other similar governing documents) of Parent the comparable charter or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements organizational documents of any self-regulatory organization or Subsidiary, (ii) where the failure to obtain such consentany loan or credit agreement, approvalnote, authorization bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to make such filing the Company or notification, would not, individually any Subsidiary or its respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the aggregatefollowing sentence, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyany judgment, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Parent, Purchaser the Company or any of Subsidiary or their respective Subsidiaries properties or by which assets, other than, in the case of clauses (ii) or (iii), any of their respective assets are boundsuch conflicts, except for violations which would notviolations, defaults, rights or Liens that individually or in the aggregate, aggregate would not have a material adverse effect Material Adverse Effect. Except as set forth on Schedule 4.7, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by the ability Company or any Subsidiary in connection with the execution and delivery of Parent this Agreement by the Company or Purchaser to consummate the consummation by the Company of the transactions contemplated herebyby this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the H-S-R Act, (ii) requirements under the Securities Act and the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (iv) requirements under state environmental statutes or regulations and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither Assuming approval of the Merger and of this Agreement by the shareholders of PSP11, neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by PSP11 of the transactions contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective Certificates its Articles of Incorporation or Bylaws Bylaws; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) in connection with the applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Merger Agreement and Officers' Certificates pursuant to the GCLC and appropriate documents with the relevant authorities of other states in which PSP11 is authorized to do business, (D) in connection with any state or local tax which is attributable to the beneficial ownership of PSP11's real property, (E) as may be required under the HSR Act, by any non-United States competition, antitrust and investment applicable state securities or takeover laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect on PSP11 or adversely affect the ability of Parent or Purchaser PSP11 to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreementmortgage, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries PSP11 is a party or by which Parent or any of its Subsidiaries properties or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of terminationwhich, cancellationin the aggregate, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on PSP11 or adversely affect the ability of Parent or Purchaser PSP11 to consummate the transactions contemplated hereby hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser PSP11 or any of their respective Subsidiaries its properties or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a material adverse effect on PSP11 or adversely affect the ability of Parent or Purchaser PSP11 to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except as set forth in the Crestar Disclosure Letter, neither the execution and delivery of this Agreement by Parent or Purchaser Crestar nor the consummation by Crestar of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates its certificate of Incorporation incorporation or Bylaws (or other similar governing documents) of Parent or Purchaserbylaws, (b) violate, conflict with, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Crestar or any Crestar Subsidiary under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Crestar or any Crestar Subsidiary is a party or to which they or any of their respective properties or assets are subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, either individually or in the aggregate, will not have a Material Adverse Effect, (c) constitute or result in a violation of any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which it or any of its subsidiaries is subject, except for the consents, approvals and notices set forth below and except for such violations which, either individually or in the aggregate, will not have a Material Adverse Effect, or (d) require any consent, approval, authorization or permit ofof or from, or filing with or notification to, any Governmental Entity, except (i) as may be pursuant to the Exchange Act and the Securities Act, (ii) filing the Virginia Articles of Merger, (iii) filings required under the HSR securities or blue sky laws of the various states, (iv) the applications, notices, reports and other filings required to be made in connection with the approval of the Federal Reserve Board under the BHC Act, (v) the Regulatory Approvals, (vi) filings and approvals pursuant to any non-United States competitionapplicable state takeover law, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating (vii) pursuant to the regulation rules of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization New York Stock Exchange or (iiviii) where the failure to obtain such consentconsents, approvalapprovals, authorization authorizations, permits, filings or permitnotifications which, if not obtained or to make such filing or notification, would made will not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by Parent and Sub of the transactions transaction contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective Certificates charter documents of Incorporation or Bylaws (or other similar governing documents) of either Parent or PurchaserSub, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) in connection with the applicable requirements of the HSR Act, (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent and Sub are authorized to do business, (C) in connection with any Gains Taxes, (D) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (E) such filings and consents as may be required under any Environmental Law pertaining to any notification, disclosure or required approval triggered by the Offer or the Merger or the transaction contemplated by this Agreement, (F) such filings, consents, approvals, orders, registrations and declarations as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banksany foreign country in which Parent or Sub conducts any business or owns assets, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiG) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, Parent; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) as to which requisite requisite, waivers or consents have been obtained or which which, in the aggregate, would not in the aggregate have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Parent; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.2(c) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Parent or Sub or to any of their respective Subsidiaries or by which assets. Neither Parent nor Sub nor any of their respective assets are boundaffiliates or associates is, except for violations which would notat the date hereof, individually or an "interested stockholder" (as such term is defined in Section 203 of the aggregate, have a material adverse effect on DGCL) of the ability of Parent or Purchaser to consummate the transactions contemplated herebyCompany.

Consents and Approvals; No Violation. Neither Except as set forth in the FirstMerit Disclosure Letter, neither the execution and delivery of this Agreement by Parent or Purchaser FirstMerit, nor the consummation by FirstMerit of the transactions contemplated hereby hereby, nor compliance by FirstMerit with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificates its Amended and Restated Articles of Incorporation or Bylaws (or other similar governing documents) Code of Parent or PurchaserRegulations, (b) require any consentviolate, approvalconflict with, authorization constitute a default (or permit an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or filing with or notification toaccelerate the performance required by, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of terminationtermination or acceleration of, cancellationor result in the creation of any lien, modification security interest, charge or acceleration) under other encumbrance upon any of the properties or assets of FirstMerit or any of the FirstMerit Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent FirstMerit or Purchaser any FirstMerit Subsidiary is a party or to which they or any of their respective Subsidiaries is a party properties or by which Parent or any of its Subsidiaries or any of their respective assets may be boundsubject, except for such defaults (violations, conflicts, breaches, defaults, terminations, accelerations or rights creations of terminationliens or other encumbrances, cancellationwhich, modification individually or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate aggregate, will not have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or FirstMerit, (dc) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser FirstMerit or any FirstMerit Subsidiary or any of their respective Subsidiaries properties or by which any of their respective assets are boundassets, except for such violations which would notwhich, individually or in the aggregate, will not have a material adverse effect Material Adverse Effect on FirstMerit, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), except (i) pursuant to the ability Exchange Act and the Securities Act, (ii) filing the certificate of Parent merger pursuant to the OGCL, (iii) filings required under the securities or Purchaser blue sky laws of the various states, (iv) filings with, and approval by, the Board of Governors of the Federal Reserve System (the "FRB"), (v) filings with, and approval by, the Office of the Comptroller of the Currency (the "OCC"), (vi) filings with, and approval by, the Office of Thrift Supervision ("OTS"), (vii) filings with, and approval by, the Ohio Division of Financial Institutions ("Division"), (viii) filings and approvals pursuant to consummate any applicable state takeover laws ("State Takeover Approvals"), (ix) consents, approvals, authorizations, permits, filings or notifications in connection with compliance with applicable provisions of federal and state securities laws relating to the transactions contemplated hereby.regulation of broker-dealers, investment advisors, or stock transfer agents, or (x) consents, approvals, authorizations, permits, filings or notifications which have either been obtained or made prior to the Closing or which, if not obtained or made, will neither, individually or in the aggregate,

Consents and Approvals; No Violation. Neither Except as set forth in the FirstMerit Disclosure Letter, neither the execution and delivery of this Agreement by Parent or Purchaser FirstMerit, nor the consummation by FirstMerit of the transactions contemplated hereby hereby, nor compliance by FirstMerit with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificates its Amended and Restated Articles of Incorporation or Bylaws (or other similar governing documents) Code of Parent or PurchaserRegulations, (b) require any consentviolate, approvalconflict with, authorization constitute a default (or permit an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or filing with or notification toaccelerate the performance required by, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of terminationtermination or acceleration of, cancellationor result in the creation of any lien, modification security interest, charge or acceleration) under other encumbrance upon any of the properties or assets of FirstMerit or any of the FirstMerit Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent FirstMerit or Purchaser any FirstMerit Subsidiary is a party or to which they or any of their respective Subsidiaries is a party properties or by which Parent or any of its Subsidiaries or any of their respective assets may be boundsubject, except for such defaults (violations, conflicts, breaches, defaults, terminations, accelerations or rights creations of terminationliens or other encumbrances, cancellationwhich, modification individually or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate aggregate, will not have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or FirstMerit, (dc) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser FirstMerit or any FirstMerit Subsidiary or any of their respective Subsidiaries properties or by which any of their respective assets are boundassets, except for such violations which, individually or in the aggregate, will not have a Material Adverse Effect on FirstMerit, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing the certificate of merger pursuant to the OGCL and the DGCL, (iii) filings required under the securities or blue sky laws of the various states, (iv) filings with, and approval by, the Board of Governors of the Federal Reserve System (the "FRB"), (v) filings with, and approval by, the Office of Thrift Supervision ("OTS"), (vi) filings with, and approval by, the Office of the Comptroller of the Currency (the "OCC"), (vii) filings and approvals pursuant to any applicable state takeover laws ("State Takeover Approvals"), (viii) consents, approvals, authorizations, permits, filings or notifications in connection with compliance with applicable provisions of federal and state securities laws relating to the regulation of broker-dealers, investment advisors, or stock transfer agents, or (ix) consents, approvals, authorizations, permits, filings or notifications which would nothave either been obtained or made prior to the Closing or which, if not obtained or made, will neither, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser FirstMerit nor restrict FirstMerit's legal authority to execute and deliver this Agreement and consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser Acquiror and Merger Sub nor the consummation by Acquiror and Merger Sub of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates charter or the By-Laws of Acquiror or the Certificate of Incorporation or Bylaws the By-Laws of Merger Sub; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority or any other Person, except (iA) pursuant to the applicable requirements of the Securities Act and the Exchange Act and regulations promulgated thereunder, (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) as may be required by any applicable state securities or takeover laws, (D) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (E) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actlaws of any foreign country, any non-United States competition(F) filings with, antitrust and investment lawsapproval of, the Exchange ActNYSE, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiG) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect on Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Parent Acquiror or Purchaser Merger Sub to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent Acquiror or Purchaser Merger Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not in the aggregate have a material adverse effect on Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Parent Acquiror or Purchaser Merger Sub to consummate the transactions contemplated hereby hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.2(e) are duly and timely obtained or made, violate any order, writ, injunction, injunction decree, statute, rule or regulation applicable to Parent, Purchaser Acquiror or any of its subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a material adverse effect on the Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect ability of Parent Acquiror or Purchaser Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by Parent or Purchaser nor Agreement, the Ancillary Agreements, the Base Energy Contracts, the consummation of the transactions contemplated hereby and thereby, and the performance by Dynegy, Seller, IGC and the IPC Companies of their obligations hereunder and under the Ancillary Agreements and Base Energy Contracts, to the extent applicable, do not and will not: (a) conflict with or result except as listed in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserSchedule 3.4(a), (b) require any writ, waiver, consent, judgment, decree, approval, authorization order, act or permit Permit of, or registration, filing with or notification to, to any Governmental EntityAuthority, except (i) for municipal and county franchises and Permits that are ministerial in nature and are customarily obtained from Governmental Authorities after closings in connection with transactions of the same nature as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions are contemplated hereby, ; (cb) except for the consent represented by the Company as listed in Section 1.02 to have been given under the Existing Stockholder AgreementSchedule 3.4(b), require any consentconflict with, waiver or approval or result in any violation of or breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, purchase, first refusal, cancellation, modification or accelerationacceleration or guaranteed payments or a loss of rights under (i) under any provision of the articles of incorporation or by-laws of Seller or the articles of incorporation or by-laws (or other similar organizational documents) of any of the terms, conditions its Affiliates; or (ii) any provisions of any note, license, agreement, contract, indenture or other instrument or obligation Contract to which Parent any IPC Company, Seller, IGC or Dynegy is a party or may be subject or bound or by which any IPC Assets or the Business may be subject or bound; (c) upon receipt of the approvals and consents listed on Schedule 3.4(a), violate the provisions of any Law or Governmental Order, or result in the termination or lapse of any Permit, applicable to Dynegy, Seller, IGC, any IPC Company, any IPC Assets or the Business; or (d) result in the creation of any Lien other than Permitted Liens upon any IPC Asset or properties or assets of any IPC Company, Purchaser or any of their respective Subsidiaries its Affiliates or on any Equity Interests of any IPC Company, Purchaser or any of its Affiliates under any applicable Law or under any Contract to which any IPC Company, Seller, or Dynegy is a party or by which Parent any IPC Company, Seller, Dynegy, the IPC Assets or any of its Subsidiaries the Business or any of their respective assets properties may be subject bound; except, except for with respect to any of Sections 3.4(a), 3.4(b)(ii) and 3.4(c), to the extent any such defaults (writ, waiver, consent, judgment, decree, approval, order, act, Permit, registration, filing or rights notice requirement, conflict, violation, breach, default, right of termination, purchase, first refusal, cancellation, modification or acceleration) as to which requisite waivers acceleration or consents have been obtained guaranteed payment or which loss of right, violation of Law or Governmental Order or Lien would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would notreasonably be expected, individually or in the aggregate, have (A) to result in a material adverse effect on Material Adverse Effect or (B) to prevent the ability consummation of Parent or Purchaser to consummate the any transactions contemplated herebyhereby or by any Ancillary Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in the FirstMerit Disclosure Letter, neither the execution and delivery of this Agreement by Parent or Purchaser FirstMerit, nor the consummation by FirstMerit of the transactions contemplated hereby hereby, nor compliance by FirstMerit with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Certificates its Amended and Restated Articles of Incorporation or Bylaws (or other similar governing documents) Amended and Restated Code of Parent or PurchaserRegulations, (b) require any consentviolate, approvalconflict with, authorization constitute a default (or permit an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or filing with or notification toaccelerate the performance required by, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of terminationtermination or acceleration of, cancellationor result in the creation of any lien, modification security interest, charge or acceleration) under other encumbrance upon any of the properties or assets of FirstMerit or any of the FirstMerit Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent FirstMerit or Purchaser any FirstMerit Subsidiary is a party or to which they or any of their respective Subsidiaries is a party properties or by which Parent or any of its Subsidiaries or any of their respective assets may be boundsubject, except for such defaults (violations, conflicts, breaches, defaults, terminations, accelerations or rights creations of terminationliens or other encumbrances, cancellationwhich, modification individually or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate aggregate, will not have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or FirstMerit, (dc) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser FirstMerit or any FirstMerit Subsidiary or any of their respective Subsidiaries properties or by which any of their respective assets are boundassets, except for such violations which would notwhich, individually or in the aggregate, will not have a material adverse effect Material Adverse Effect on FirstMerit, or (d) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), except (i) pursuant to the ability Exchange Act and the Securities Act, (ii) filing the certificate of Parent merger pursuant to the OGCL, (iii) filings required under the securities or Purchaser blue sky laws of the various states, (iv) filings with, and approval by, the Board of Governors of the Federal Reserve System (the "FRB"), (v) filings with, and approval by, the Office of the Comptroller of the Currency (the "OCC"), (vi) filings with, and approval by, the Office of Thrift Supervision (the "OTS"), (vii) filings and approvals pursuant to consummate any applicable state takeover laws ("State Takeover Approvals"), (viii) consents, approvals, authorizations, permits, filings or notifications in connection with compliance with applicable provisions of federal and state securities laws relating to the transactions contemplated hereby.regulation of broker-dealers, investment advisors, or stock transfer agents, or (ix) consents, approvals,

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 6.3, the execution and delivery of this Agreement by Parent or Purchaser nor Buyer, and the consummation by Buyer of the transactions contemplated hereby will hereby, do not: (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, Buyer’s Governing Documents; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration) , under any of the terms, conditions conditions, or provisions of any note, licensebond, mortgage, indenture, agreement, contractlease, indenture or other instrument or obligation to which Parent or Purchaser Buyer or any of their respective Subsidiaries its Affiliates is a party or by which Parent Buyer or any of its Subsidiaries Affiliates or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which would if not in the aggregate have a material adverse effect on the ability of Parent obtained or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect on prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Asset Purchase Agreement; (c) violate any Law or Order applicable to Buyer, any of its Affiliates, or any of their respective assets, except for violations that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay or impair the ability of Parent or Purchaser Buyer to consummate the transactions contemplated herebyby this Agreement or the Asset Purchase Agreement; (d) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Entity, other than (i) the Buyer Required Regulatory Approvals, or (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Asset Purchase Agreement; and (e) as of the date of this Agreement, Buyer does not know of any facts or circumstances relating to Buyer or any of its Subsidiaries that, in Buyer’s reasonable judgment, would be reasonably likely to prevent or materially delay the receipt of the Buyer Required Regulatory Approvals.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Securities Act, the Exchange Act, the DGCL, Corporation Law and the "takeover" or ", "blue sky" or securities laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser the parties hereto to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not individually or in the aggregate have a material adverse effect on the ability of Parent or Purchaser the parties hereto to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser the parties hereto to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent the Company or Purchaserany of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entityforeign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, any non-United States competitionN.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), antitrust and investment lawsthe Securities Act, the Exchange Act, the DGCL, Corporation Law and the "takeover" or "blue sky" or securities laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebystates, (c) except for the consent represented by the Company as set forth in Section 1.02 to have been given under 4.04(c) of the Existing Stockholder AgreementDisclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or accelerationd) as to which requisite waivers or consents have been obtained or which would not result in the aggregate have a material adverse effect creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the ability Company or any of Parent or Purchaser to consummate the transactions contemplated hereby its Subsidiaries or (de) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of their respective its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for violations which any of the foregoing that has not had or would notnot reasonably be likely to have, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the ability of Parent or Purchaser the parties to consummate the transactions contemplated herebyOffer or the Merger.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation or Bylaws incorporation (or other similar governing documentsdocument) or by-laws (or other similar document) of Parent the Company or Purchaser, any of its Subsidiaries; (bii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the Securities Act and the Exchange Act (including a Schedule 13D with regard to the Company Stockholders Agreement in accordance with the Exchange Act) and the NNM, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" competition laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization foreign country or (iiF) where the failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which which, individually or in the aggregate, would not in the aggregate reasonably be expected to have a material adverse effect Material Adverse Effect on the Company or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; or (dv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this SECTION 5.2(F) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of its Subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Purchaser nor Merger Sub, the consummation of the transactions contemplated hereby hereby, nor the compliance by Parent and Merger Sub with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or Bylaws bylaws (or other similar governing documents) of Parent or PurchaserMerger Sub or any of their respective Subsidiaries, (b) require any material consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company violate, conflict with or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser Merger Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Lien on any asset of the Company or any of their respective its Subsidiaries, or (e) violate any Law or Order applicable to Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except in the case of each of clauses (a) (with respect to Parent’s Subsidiaries), (c), (d) and (e) of this Section 4.04, for violations which would notsuch violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Parent Material Adverse Effect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of Parent to perform its covenants or Purchaser obligations under this Agreement, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.04, (A) as may be required under any applicable Antitrust Law, (B) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (C) the filing and recordation of appropriate merger documents as required by the Corporation Law, (D) the applicable requirements of the New York Stock Exchange or the NASDAQ, and (iii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.04, for such violations, conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to consummate the transactions contemplated herebyCompany or its Affiliates or Laws or contracts binding on the Company and its Subsidiaries, in each case under this clause (ii), that is not known to Parent.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by PSA or any of the Merger Subs of the transactions contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective Certificates applicable declaration of Incorporation trust, articles of incorporation or Bylaws bylaws; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (B) the filing of the Certificates of Merger pursuant to the CULPA in the case of the Partnership Mergers and the filing of the Certificate of Merger pursuant to the CGCL and the Maryland Articles pursuant to the Maryland REIT Law in the case of the PSOP Merger, (C) as may be required under the HSR Act, by any non-United States competition, antitrust and investment applicable state securities or takeover laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiD) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of Parent PSA or Purchaser the applicable Merger Sub to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreementmortgage, contract, indenture agreement or other instrument or obligation to which Parent PSA or Purchaser or any of their respective Subsidiaries the applicable Merger Sub is a party or by which Parent or any of its Subsidiaries properties or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of terminationwhich, cancellationin the aggregate, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of Parent PSA or Purchaser the applicable Merger Sub to consummate the transactions contemplated hereby hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 7.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser PSA or any of the applicable Merger Sub or their respective Subsidiaries properties or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a material adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of Parent PSA or Purchaser the applicable Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming the accuracy of the representation set forth in the first sentence of Section 4.6, neither the execution and delivery of this Agreement by Parent or Purchaser the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Parent or Purchaserthe Company, (b) require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity, Authority except (i) as may be required under the HSR ActAct or any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any non-United States competitionfederal or state securities Laws, antitrust and investment laws, including compliance with the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or (iv) the applicable requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyNASDAQ, (c) except for the consent represented by the Company violate, conflict with, or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any noteMaterial Contract, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company (other than Permitted Liens or a Lien created by Parent or Merger Sub) or (e) violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to Parent, Purchaser or any of their respective Subsidiaries the Company or by which any of their respective its assets are boundbound (assuming receipt of the Stockholder Approval), except for violations which except, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the its ability of Parent to perform its obligations under this Agreement or Purchaser to consummate the transactions contemplated herebyby this Agreement or to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions hereof, assuming Company Stockholder approval of the transaction is obtained in compliance with applicable law, will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Amended and Restated Bylaws of the Company, (ii) any provision of the comparable charter or organizational documents of any of the Company's Subsidiaries, (iii) any contract, agreement, loan or credit agreement, note, bond, mortgage, indenture, lease, instrument, permit, concession, franchise or license applicable to the Company or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (iii) or (iv), any such violations, defaults, rights, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent the Company or Purchaser nor is necessary for the consummation of the Merger and the other transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entityby this Agreement, except for (i) as may be required under in connection, or in compliance, with the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation Securities Act of banks1933, broker-dealers and investment advisers and as amended, together with the rules and requirements regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act of any self-regulatory organization or 1934, as amended, together with the rules and regulations promulgated thereunder (the "Exchange Act"), (ii) where the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) applicable requirements of the Nasdaq SmallCap Market and (v) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to obtain such consent, approval, authorization be obtained or permit, or to make such filing or notification, made would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyCompany.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by each of the Parent or Purchaser nor the Sub and the consummation of the transactions contemplated hereby will not (ai) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent the Parent, the Sub or Purchaser, any of their subsidiaries; (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) as may be required under in connection with the HSR Act, any non-United States competition, antitrust and investment laws(B) pursuant to the Securities Act, the Exchange Act, (C) the filing of a certificate of merger pursuant to the DGCL, the (D) any applicable filings under state securities, blue sky or "takeover" laws, (E) consents, approvals, authorizations or "blue sky" filings under laws of various states jurisdictions outside the United States, (F) consents, approvals, authorizations, permits, filings or notifications required by local, state and the applicable provisions of laws relating to the regulation of banksfederal regulatory agencies, broker-dealers commissions, boards or public authorities with jurisdiction over health care facilities and investment advisers and the rules and requirements of any self-regulatory organization providers or (iiG) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or Purchaser the Sub to consummate the transactions contemplated hereby, (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which the Parent or Purchaser the Sub or any of their respective Subsidiaries subsidiaries is a party or by which Parent or any of its Subsidiaries subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not have a Material Adverse Effect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby; (iv) result in the aggregate creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Parent or the Sub or any of their subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of the Parent or Purchaser the Sub to consummate the transactions contemplated hereby hereby; or (dv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent, Purchaser the Sub or any of their subsidiaries or any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a Material Adverse Effect on the Parent or the Sub or have a material adverse effect on the ability of the Parent or Purchaser the Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. (a) Neither the execution and delivery by the Company of this Agreement and of each instrument required hereby to be executed and delivered by Parent the Company at the Closing, nor the performance of its obligations hereunder or Purchaser thereunder, nor the consummation by the Company of the transactions contemplated hereby will or thereby, will: (ai) conflict with or result in any breach of any provision of the respective Certificates Company Certificate of Incorporation or Bylaws Company By-Laws or the respective Subsidiary Organizational Documents of any of the Company’s Subsidiaries; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental authority, except (iA) pursuant to the applicable requirements of the Exchange Act, (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, (C) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act (“HSR Act, any non-United States competition, antitrust ”) and investment foreign merger control laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiD) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Company Material Adverse Effect, or adversely affect or materially delay the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or Lien) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or Lien) as to which requisite waivers or consents have been obtained by the Company or the failure of which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which obtain would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Company Material Adverse Effect; or (iv) assuming that the ability consents, approvals, authorizations or permits and filings or notifications referred to in this Section 2.4 are duly and timely obtained or made and the approval of Parent the Merger and the adoption of this Agreement by the Company’s shareholders have been obtained, violate any Law applicable to the Company or Purchaser any of its Subsidiaries, or to consummate any of their respective assets, the violation of which, individually or in the aggregate, would be expected to have a Company Material Adverse Effect. (b) The only votes of the holders of any class or series of the Company’s or its Subsidiaries’ securities necessary to approve this Agreement, the Merger and the other transactions contemplated herebyhereby are the affirmative vote of the holders of a majority of the outstanding voting power of the Common Stock (“Company Shareholder Approval”).

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 2.4 have been obtained and all filings and obligations described in this Section 2.4 have been made, the execution and delivery of this Agreement by Parent or Purchaser nor does not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any breach Encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of (i) the respective Certificates Parent Charter or the Parent Bylaws, the Certificate of Incorporation or Bylaws (of Merger Sub or other similar governing documents) the Certificate of Parent Formation or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws Limited Liability Company Operating Agreement of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or Merger LLC; (ii) where any material Contract applicable to Parent or any of its Subsidiaries or any of their respective properties or assets; or (iii) any judgment, order, decree, injunction, statute, Law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the failure to obtain case of clauses (ii) or (iii), any such consentviolations, approvaldefaults, authorization rights or permit, or to make such filing or notification, Encumbrances that would not, individually or in the aggregate, have a material adverse effect on Parent Material Adverse Effect or materially impair the ability of Parent Parent, Merger Sub or Purchaser Merger LLC to consummate perform their respective obligations hereunder or prevent the consummation of any of the transactions contemplated herebyhereby by Parent, (c) except for the Merger Sub or Merger LLC. No filing or registration with, or authorization, consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval of, any domestic (federal and state), foreign or result in supranational court, commission, governmental body, regulatory agency, authority or tribunal (a default (“Governmental Entity”) is required by or give rise with respect to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent, Merger Sub or Merger LLC or is necessary for the consummation by Parent, Merger Sub or Merger LLC of the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (together with the rules and regulations promulgated thereunder, the “HSR Act”), the Securities Act and the Securities Exchange Act of 1934 (together with the rules and regulations promulgated thereunder, the “Exchange Act”); (ii) the filing of the Certificate of Merger and the filing of the certificate of merger in connection with the Subsequent Merger, in each case with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of their respective assets its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be boundrequired by state takeover laws (the “State Takeover Approvals”); (iv) such filings as may be required in connection with the Taxes described in Section 5.13; (v) applicable requirements, except for if any, of state securities or “blue sky” laws (“Blue Sky Laws”) and Nasdaq; and (vi) such defaults (or rights other consents, orders, authorizations, registrations, declarations and filings the failure of termination, cancellation, modification or acceleration) as which to which requisite waivers or consents have been be obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect on Parent Material Adverse Effect or materially impair the ability of Parent Parent, Merger Sub or Purchaser Merger LLC to consummate perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyhereby by Parent, Merger Sub or Merger LLC.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by each of Parent or Purchaser and Merger Sub nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of or the respective Certificates of Incorporation or Bylaws By-Laws (or other similar governing documents) of Parent or Purchaserany of its subsidiaries, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority or body, except (ix) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws those set forth in clauses (A) through (E) of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization Section 3.08 hereof or (iiy) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate when taken together with all such other failures reasonably be likely to have a material adverse effect on the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of Parent or Purchaser Merger Sub to consummate the transactions contemplated hereby, perform their respective obligations hereunder; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of their respective assets may be boundsubsidiaries is a party, except for such defaults (or rights of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not that in the aggregate would not have a material adverse effect on the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of Parent or Purchaser Merger Sub to consummate the transactions contemplated hereby perform their respective obligations hereunder; or (div) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to Parent, Purchaser any of its subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are boundbusinesses, except for violations which (other than of orders, writs, injunctions or decrees) that would not, individually or in the aggregate, not have a material adverse effect on the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of Parent or Purchaser Merger Sub to consummate the transactions contemplated herebyperform their respective obligations hereunder.

Consents and Approvals; No Violation. Neither None of the execution and delivery of this Agreement by Parent or Purchaser nor Agreement, the consummation of the transactions contemplated hereby hereby, or compliance with any of the provisions hereof, will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (bi) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, or any other action by, any Governmental EntityAuthority by the Sellers, except (i) as may be required other than necessary filings on Schedule 13D and Form 4 with the Commission, and those consents, waivers, and approvals obtained under the HSR ActShareholder Agreement, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where violate the failure to obtain such consentcertificate of incorporation, approval, authorization bylaws or permittrust document of the Sellers, or any Law of any Governmental Authority which may be applicable to make such filing the Sellers, or notificationby which any of the Sellers' activities, would notproperties or assets (including, individually without limitation, the Shares) may be bound or in the aggregateaffected or (iii) violate, have a material adverse effect on the ability breach, or conflict with, or constitute (with or without due notice or lapse of Parent time or Purchaser to consummate the transactions contemplated hereby, (cboth) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationcancellation or acceleration or any obligation to pay or result in the imposition of any Encumbrance upon any of the property of the Sellers (including, modification or accelerationwithout limitation, the Shares)) under under, any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, Encumbrance, contract, agreement, contractPermit, indenture Order, or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is the Sellers are a party or by which Parent or any of its Subsidiaries the Sellers' activities, properties or any of their respective assets (including, without limitation, the Shares) may be boundbound or affected, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in other than the aggregate have a material adverse effect on Shareholder Agreement and the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or instruments by which any of the Xxxxxx Xxxx Xxxxxxx HHS (2001) GST Trust, the Xxxxxx Xxxx Xxxxxxx LVS (2001) GST Trust, the Xxxxxx Xxxxxxx Xxxxxxx HHS (2001) GST Trust, and the Xxxxxx Xxxxxxx Romaner LVS (2001) GST Trust obtained the purchase money debt used to acquire their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyShares.

Consents and Approvals; No Violation. Neither Except as set forth in the letter dated and delivered to FTX on the date hereof (the "IGL Letter"), which relates to this Agreement and is designated therein as being the IGL Letter, the execution and delivery of this Agreement by Parent or Purchaser nor do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material right or benefit under, or result in the creation of any breach lien, security interest, charge or encumbrance upon any of the properties or assets of IGL or any of its Subsidiaries under: (i) any provision of the respective Certificates Restated Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any nonBy-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and IGL or the applicable provisions of comparable charter or organization documents or by-laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or of its Subsidiaries, (ii) where the failure to obtain such consentany loan or credit agreement, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease, agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable to which Parent or Purchaser IGL or any of their respective its Subsidiaries is a party or by which Parent (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to IGL or any of its Subsidiaries or any of their respective assets may properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would reasonably be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as expected not to which requisite waivers or consents have been obtained or which a Material Adverse Effect on IGL and would not in the aggregate have a material adverse effect on materially impair the ability of Parent IGL to perform its obligations hereunder or Purchaser to consummate prevent the consummation of any of the transactions contemplated hereby hereby. No filing or registration with, or authorization, consent or approval of, any domestic (dfederal and state), foreign (including provincial) violate or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to IGL or any orderof its Subsidiaries in connection with the execution and delivery of this Agreement by IGL, writor is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, injunctionexcept: (i) in connection, decreeor in compliance, statutewith the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, rule as amended (the "HSR Act"), the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) for the filing and recordation requirements of the DGCL with respect to the Certificate of Merger and the filing of appropriate documents with the relevant authorities of other states in which FTX or any of its Subsidiaries is qualified to do business, (iii) for such filings and consents as may be required under any environmental, health or safety law or regulation applicable pertaining to Parentany notification, Purchaser disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement and set forth in the IGL Letter, except where the failure to obtain or make any such consent or filing would, individually or in the aggregate, reasonably be expected not to have a Material Adverse Effect, (iv) for such filings, authorizations, orders and approvals, if any, as may be required by state takeover laws (the "State Takeover Approvals"), (v) for such filings as may be required in connection with the taxes described in Section 5.11, (vi) for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which IGL or FTX or any of their respective Subsidiaries conducts any business or by owns any property or assets and (vii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which any of their respective assets are bound, except for violations which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on IGL and would not materially impair the ability of Parent IGL to perform its obligations hereunder or Purchaser to consummate prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent the Company or Purchaserany of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity, ”) except (i) as may be required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), any non-United States competition(ii) the applicable requirements of the Securities Exchange Act of 1934, antitrust and investment laws, as amended (the “Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers ”) and the rules and requirements regulations promulgated thereunder and (iii) the filing and recordation of any self-regulatory organization or (ii) where appropriate merger documents as required by the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyCorporation Law, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries or any of their respective assets may be boundbound the absence of which consent, except for such defaults waiver or approval or the occurrence of which default or right would reasonably be expected to have a Material Adverse Effect on the Company, (d) result in the creation or rights imposition of terminationany mortgage, cancellationlien, modification pledge, charge, security interest or acceleration) as to which requisite waivers encumbrance of any kind on any asset of the Company or consents have been obtained or any of its Subsidiaries which would not in the aggregate reasonably be expected to have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Company or (de) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of their respective its Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. (a) Neither the execution and delivery of this Agreement by Parent or Purchaser Delta, nor the consummation of the transactions contemplated hereby will (ai) violate or conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws bylaws of Delta, (or other similar governing documentsii) of Parent or Purchaserassuming all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity (“Law”) applicable to Delta, as the case may be, or any of its Subsidiaries or by which any of their respective assets are bound, or (iii) violate, conflict with or result in a breach of, or require any consent, waiver or approval under, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation (“Contract”) to which Delta or any of its Subsidiaries is a party or by which Delta or any of its Subsidiaries or any of their respective assets are bound, except, in the cases of clauses (ii) or (iii), for any such violations, defaults, consents or breaches that do not or would not reasonably be expected to prohibit, delay, restrict or impair the ability of Delta to consummate the transactions contemplated hereby in any material respect. (b) The execution, delivery and performance of this Agreement by Delta and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”), except (i) those required to consummate the Merger as may be required specified in Sections 3.1(c)(v) and 3.2(c)(v) of the Merger Agreement, (ii) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any non-United States competitionto the extent required, antitrust (iii) the applicable requirements of the Exchange Act or, with respect to Section 3.01 hereof and investment lawsExhibit A, the Exchange Securities Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements regulations of the NYSE, and (iv) any self-regulatory organization such consents, approvals, authorizations or (ii) where permits the failure of which to obtain such consentdoes not or would not reasonably be expected to prohibit, approvaldelay, authorization restrict or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on impair the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser Delta to consummate the transactions contemplated hereby or in any material respect. (dc) violate any orderThe Requisite Stockholder Approval constitutes the affirmative vote of at least a majority of the votes cast at the Special Meeting, writprovided that the total number of votes cast at the Special Meeting represent more than 50% in interest of all securities entitled to vote thereon, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any as determined by the rules and regulations of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyNYSE.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) or By-Laws (or other similar documents) of Parent the Company or Purchaser, the Subsidiary; (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority or any other Person (including without limitation pursuant to the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder), except (iA) in connection with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the HSR ActMerger or the transactions contemplated by this Agreement, any non-United States competitionas set forth in Section 5.1(e) of the Disclosure Schedule, antitrust (D) the consents, approvals, orders, authorizations, registrations declarations and investment laws, filings required under the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states foreign countries (which consents, if any, it shall be the obligation of Acquiror to obtain), (E) the approval of the holders of a majority of the outstanding Shares required by the DGCL and the applicable provisions Company's Certificate of laws relating to Incorporation, (F) such filings as may be required with the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization NASDAQ National Market or (iiG) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect on Material Adverse Effect with respect to the Company and the Subsidiary or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company as set forth in Section 1.02 to have been given under 5.1(e) of the Existing Stockholder AgreementDisclosure Schedule, require any consent, waiver or approval or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent the Company or Purchaser the Subsidiary or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not in the aggregate have a material adverse effect on Material Adverse Effect with respect to the Company or the Subsidiary or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.1(e) are duly and timely obtained or made and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or the Subsidiary or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a material adverse effect on Material Adverse Effect with respect to the Company and the Subsidiary or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or the Subsidiary or to the conduct of the business or operations of the Company or the Subsidiary which, if enacted or adopted, could have a material Adverse Effect with respect to the Company or the Subsidiary.

Consents and Approvals; No Violation. Neither Except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions or the ability of Parent or Merger Sub to fulfill its obligations hereunder, the execution and delivery of this Agreement by Parent or Purchaser nor Merger Sub, the performance by Xxxxxx and Xxxxxx Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby Transactions do not and will not (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws bylaws (or other similar governing documents) of Parent or PurchaserMerger Sub, (b) require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) as may be required under the HSR ActAct or any other Antitrust Law, (ii) the applicable requirements of any non-United States competitionfederal or state securities Laws, antitrust and investment laws, including compliance with the Exchange ActAct and the filing with the SEC of the Proxy Statement, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the "takeover" or "blue sky" laws filing of various states the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business or (iv) the applicable provisions requirements of laws relating to the regulation of banks, broker-dealers and investment advisers NASDAQ and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyNYSE, (c) except for the consent represented by the Company violate, conflict with or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation Contract to which Parent or Purchaser Merger Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, except for such defaults (or result in the loss of a material benefit or rights of terminationunder any such Contract, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) assuming compliance with the requirements set forth in (b)(i) through (b)(iv) of this Section 4.4, violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to Parent, Purchaser Parent or any of their respective its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by Parent or Purchaser nor Acquisition Sub, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent of the transactions contemplated hereby do not and will not, (a) violate or conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) documents of Parent or PurchaserAcquisition Sub, (b) require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) as may be required under the HSR ActAct and any other applicable Antitrust Laws, any non-United States competition, antitrust and investment laws, (ii) the applicable requirements of the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers Act and the rules and requirements of any self-regulatory organization regulations promulgated thereunder, or (iiiii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in and recordation of appropriate merger documents as required by the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyDGCL, (c) except for the consent represented by the Company violate, conflict with or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument material Contract or obligation to which Parent or Purchaser Acquisition Sub or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to Parent, Purchaser Parent or any of their respective its Subsidiaries (including Acquisition Sub) or by which any of their respective assets are bound, except for violations in the cases of clauses (b) through (d), such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on reasonably be expected to prevent, or materially impair or delay, the ability of either Parent or Purchaser Acquisition Sub to consummate the Merger or the other transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violation. Neither Except as disclosed in ------------------------------------ Section 5.4 of the ART Disclosure Letter, none of the execution and delivery by ART of this Agreement by Parent or Purchaser nor Agreement, the ART Merger Agreement, the consummation by ART of the transactions contemplated hereby and thereby or compliance by ART with any of the provisions hereof will (a) conflict with or result in any a breach of any provision of the respective Certificates of Incorporation charters, bylaws or Bylaws partnership agreements (or other similar governing documents) of Parent ART or Purchaserany of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, pursuant to the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states Securities Act and the applicable provisions of laws relating to the regulation of banks, broker-dealers HSR Act and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where for filing the failure Certificate of Merger with respect to obtain such consent, approval, authorization or permit, or the ART Merger pursuant to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyGBCA, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or an event which with notice or lapse of time or both would become a default) or give rise to any third party any right of termination, cancellation, modification amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the termsassets of ART or any of its Subsidiaries pursuant to, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser ART or any of their respective its Subsidiaries is a party or by which Parent ART or any of its Subsidiaries or any of their respective assets may be boundbound or affected, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser ART or any of its Subsidiaries or any of their respective Subsidiaries properties or by which any assets, other than (i) such defaults, rights of their respective assets termination, cancellation, amendment or acceleration, liens and encumbrances, violations and conflicts and (ii) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (b) above, that are boundnot obtained, except for violations which would notwhich, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the ART and would not materially impair ART's ability of Parent or Purchaser to consummate the transactions contemplated herebyby this Agreement and the ART Merger Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in the letter dated and delivered to IGL on the date hereof (the "FTX Letter"), which relates to this Agreement and is designated therein as being FTX Letter, the execution and delivery of this Agreement by Parent or Purchaser nor do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material right or benefit under, or result in the creation of any breach lien, security interest, charge or encumbrance upon any of the properties or assets of FTX or any of its Subsidiaries under: (i) any provision of the respective Certificates Restated Certificate of Incorporation or Bylaws (By-Laws of FTX or other similar governing documents) of Parent the comparable charter or Purchaser, (b) require any consent, approval, authorization organization documents or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any nonby-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions any of laws relating to the regulation of banksits Subsidiaries, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consentany loan or credit agreement, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease, agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable to which Parent or Purchaser FTX or any of their respective its Subsidiaries is a party or by which Parent (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to FTX or any of its Subsidiaries or any of their respective assets may properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would reasonably be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as expected not to which requisite waivers or consents have been obtained or which a Material Adverse Effect on FTX and would not in the aggregate have a material adverse effect on materially impair the ability of Parent FTX to perform its obligations hereunder or Purchaser to consummate prevent the consummation of any of the transactions contemplated hereby hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to FTX or any of its Subsidiaries in connection with the execution and delivery of this Agreement by FTX or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except: (di) violate in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) for the filing and recordation requirements of the DGCL with respect to the Certificate of Merger and the filing of appropriate documents with the relevant authorities of other states in which FTX or any orderof its Subsidiaries is qualified to do business, writ(iii) for such filings and consents as may be required under any environmental, injunction, decree, statute, rule health or safety law or regulation applicable pertaining to Parentany notification, Purchaser disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement set forth in the FTX Letter, except where the failure to obtain or make any such consent or filing would, individually or in the aggregate, reasonably be expected not to have a Material Adverse Effect, (iv) for such filings, authorizations, orders and approvals, if any, as may be required to obtain the State Takeover Approvals, (v) for such filings as may be required in connection with the taxes described in Section 5.11, (vi) for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which IGL or FTX or any of their respective Subsidiaries conducts any business or by owns any property or assets, (vii) for consent of the Minerals Management Service of the United States Department of the Interior, and (viii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which any of their respective assets are bound, except for violations which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on FTX and would not materially impair the ability of Parent FTX to perform its obligations hereunder or Purchaser to consummate prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by Parent or Purchaser Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement, nor the consummation by Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement of the transactions contemplated hereby will or thereby, nor compliance by Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provision provisions of the respective Certificates certificate of Incorporation incorporation, by-laws or Bylaws (similar organizational documents of Buyer or other similar governing documents) any Affiliate of Parent or Purchaser, Buyer that is a party to any Ancillary Agreement; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under in connection with the HSR Act, any nonAnti-United States competition, antitrust Trust Filings and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such any consent, approval, authorization or permit, permit required to be obtained by Seller or to make such filing or notificationnotification required to be made by Seller in order to transfer title to the Transferred Assets or otherwise operate the Business, would notwhich consent, individually approval, authorization or permit is standard in transactions of the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions type contemplated hereby, ; (c) except for assuming compliance with the consent represented by the Company matters referred to in Section 1.02 clause (b) above, violate in any material respect any material Law or Judgment applicable to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser Buyer or any Affiliate of their respective Subsidiaries Buyer that is a party or by which Parent or to any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Ancillary Agreement; or (d) violate require any ordermaterial consent, writapproval, injunctionauthorization, decree, statute, rule or regulation applicable to Parent, Purchaser permit under any Contract between Buyer or any Affiliate of their respective Subsidiaries or by which Buyer that is a party to any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have Ancillary Agreement and a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebythird party.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser National City nor the consummation by National City of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates its certificate of Incorporation incorporation or Bylaws (or other similar governing documents) by-laws of Parent or PurchaserNational City, (b) require any consentviolate, approvalconflict with, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any right Lien upon any of terminationthe properties or assets of National City or any National City Subsidiary under, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent National City or Purchaser any National City Subsidiary is a party or to which they or any of their respective Subsidiaries is a party properties or by which Parent or any of its Subsidiaries or any of their respective assets may be boundare subject, except for such defaults (violations, conflicts, breaches, defaults, terminations, accelerations or rights creations of terminationLiens, cancellation, modification or acceleration) as which will not have nor reasonably expected to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would nothave, individually or in the aggregate, a Material Adverse Effect, or (c) require any consent, approval, authorization or permit of or from, or filing with or notification to, any Governmental Authority, except (i) pursuant to the Exchange Act and the Securities Act, (ii) filing the Delaware Certificate of Merger, (iii) filings with, and approval by, the FRB, (iv) filings with, and approvals by the OTS, (v) filings with, and approvals required under securities or blue sky Laws of the various states (vi) filings with, and approvals by, state regulatory agencies (including, but not limited to, other state bank and insurance regulatory agencies) as may be required (collectively, the “State Entities”), (vii) filings and approvals pursuant to any applicable state takeover Law, or (ix) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made will not have nor reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither (a) Except for filings, permits, authorizations, consents and approvals required under the HSR Act, no filing with or notice to, and no permit, authorization, consent or approval of, a Governmental Entity is necessary for the execution and delivery by Buyer of this Agreement or any of the Transaction Documents to which it is or will be a party or the consummation by Parent Buyer of the transactions contemplated hereby and thereby, except where the failure to obtain such permit, authorization, consent, license, exemption, order or Purchaser approval, or to make such filing or notification, would not reasonably be expected to materially delay or materially impede the ability of Buyer to perform its obligations thereunder or to consummate the transactions contemplated thereby. (b) Neither the execution, delivery and performance of this Agreement or any other Transaction Document by Buyer nor the consummation of the transactions contemplated hereby or thereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Governing Documents of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserBuyer, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a material violation or material breach of, constitute a material default (under, or give rise to any material right of termination, cancellationamendment, modification cancellation or acceleration) acceleration under (with or without notice or lapse of time or both), any of the terms, conditions Contract or provisions of any note, license, agreement, contract, indenture or other instrument or obligation permit to which Parent or Purchaser or any of their respective Subsidiaries Buyer is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be it is bound, except for such defaults (or rights of termination, cancellation, modification or accelerationiii) as to which requisite waivers or consents have been obtained or which would not result in the aggregate have a material adverse effect creation or imposition of any Lien (other than Permitted Liens) on the ability any assets of Parent or Purchaser to consummate the transactions contemplated hereby Buyer, or (div) violate violate, in any ordermaterial respect, writ, injunction, decree, statute, rule or regulation any Law applicable to Parent, Purchaser Buyer or any of their respective Subsidiaries its properties or by which any of their respective assets are boundassets, except in the case of clauses (ii), (iii) or (iv) above, for violations which would notany such violations, individually losses, defaults, accelerations, terminations, cancellations or Liens that, individually, or in the aggregate, have a material adverse effect on are not reasonably expected to materially delay or materially impede the ability of Parent or Purchaser Buyer to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and ------------------------------------ delivery of this Agreement by Parent or Purchaser SLC nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates SLC's certificate of Incorporation incorporation or Bylaws (or other similar governing documents) of Parent or Purchaserbylaws, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) in connection with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), (B) such filings and approvals as may be required under the HSR ActSecurities Exchange Act of 1934, any non-United States competition, antitrust and investment laws, as amended (the "Exchange Act, ") or the DGCL, the "takeover" or "blue sky" ", takeover or securities laws of various states and the applicable provisions of laws relating to the regulation of banksstates, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiC) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually not prevent or in the aggregate, have a material adverse effect on the ability delay consummation of Parent or Purchaser to consummate the transactions contemplated hereby, by this Agreement or would not otherwise prevent SLC from performing its obligations under this Agreement; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser SLC or any of their respective Subsidiaries SLC's subsidiaries is a party or by which Parent or any of its Subsidiaries them or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not result in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby SLC; or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentSLC, Purchaser any of SLC's other subsidiaries or any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, individually or not result in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebySLC.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by Parent or Purchaser nor Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by each Illinova Company of its obligations hereunder will not: (a) subject to obtaining the Illinova Stockholders' Approval as contemplated by Section 8.12, conflict with or result in any breach of any provision of the respective Certificates articles of Incorporation incorporation or Bylaws bylaws of Illinova 37 39 or the certificates of incorporation or bylaws (or other similar governing organizational documents) of Parent or Purchaser, any of its Subsidiaries; (b) subject to obtaining the requisite Illinova Stockholders' Approval as contemplated by Section 8.12, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, any Governmental Entity, except : (i) as may be any Governmental Authority except for (x) required under regulatory approvals listed in Section 6.4(b) of the HSR ActIllinova Disclosure Schedule and (y) Customary Post-Closing Consents, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or or (ii) where except as listed in Section 6.4(b) of the failure to obtain Illinova Disclosure Schedule, any third party other than a Governmental Authority, other than such consentnon-Governmental Authority third party consents, approvalwaivers, authorization or permitapprovals, or to make such filing or notificationorders, authorizations and permits that would notnot (x) result in an Illinova Material Adverse Effect, individually or in the aggregate, have a material adverse effect on (y) impair the ability of Parent Illinova or Purchaser any of its Subsidiaries, as the case may be, to consummate perform its obligations under this Agreement or any Ancillary Agreement or (z) prevent the consummation of any of the transactions contemplated hereby, hereby and thereby; (c) except for the consent represented by the Company as listed in Section 1.02 to have been given under 6.4(c) of the Existing Stockholder AgreementIllinova Disclosure Schedule, require any consent, waiver or approval or result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellationpurchase, modification first refusal, cancellation or acceleration) under acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser Illinova or any of their respective its Subsidiaries is a party or by which Parent Illinova or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such defaults (violations, breaches, defaults, or rights of termination, cancellation, modification cancellation or acceleration) , or losses as to which requisite waivers or consents have been obtained or which which, individually or in the aggregate, would not (i) result in the aggregate have a material adverse effect on an Illinova Material Adverse Effect, (ii) materially impair the ability of Parent Illinova or Purchaser any of its Subsidiaries to consummate perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated hereby or and thereby; (d) violate the provisions of any material order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Parent, Purchaser Illinova or any Subsidiary of Illinova; (e) result in the creation of any Lien upon any material properties or assets or on any shares of capital stock of Illinova or its Subsidiaries under any agreement or instrument to which Illinova or any of its Subsidiaries is a party or by which Illinova or any of its Subsidiaries or any of their respective Subsidiaries properties or assets is bound; or (f) result in any holder of any securities of Illinova being entitled to appraisal, dissenters' or similar rights other than as contemplated by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebySection 4.2(e).

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent the Company or Purchaser the Company Stockholders, nor the consummation by the Company or the Company Stockholders of the transactions contemplated hereby will by this Agreement, will: (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) as may be required under the HSR Actfiling of a Certificate of Merger in accordance with Delaware Law and Georgia Law, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) any regulatory approvals or routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, which consents and approvals are listed on Schedule 3.4, (iii) where the failure to obtain such consent, approval, authorization authorization, or permit, or to make such filing or notification, would notis not reasonably expected to have, individually or in the aggregate, have a Company Material Adverse Effect or prevent or delay, in any material adverse effect on respect, the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder this Agreement, require any consent, waiver or approval or (iv) approvals required pursuant to the HSR Act; (b) result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions conditions, or provisions of any note, license, agreement, contract, indenture commitment or other instrument or obligation similar agreement to which Parent or Purchaser the Company or any of their respective the Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be boundparty, except (i) as set forth on Schedule 3.4 or (ii) for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would are not reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect or prevent or delay, in any material adverse effect on respect, the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby by this Agreement; or (dc) assuming compliance with the matters referred to in Section 3.4(a), violate any order, writ, injunction, decree, statute, rule rule, or regulation applicable to Parentthe Company, Purchaser any of the Subsidiaries, or any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would notare not reasonably expected to have, individually or in the aggregate, have a Company Material Adverse Effect or prevent or delay, in any material adverse effect on respect, the ability consummation of Parent or Purchaser to consummate the transactions contemplated herebyby this Agreement. The Company is not in violation of its charter or bylaws.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates its Certificate of Incorporation or Bylaws by-laws; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the Securities Act, the Exchange Act and the NNM, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization foreign country or (iiF) where the failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would notcould not reasonably be expected to, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not which, individually or in the aggregate aggregate, could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; or (dv) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.2(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of its Subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would notcould not reasonably be expected to, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Company or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Restated Certificate of Incorporation or Bylaws By-Laws (or other similar governing documents) of Parent the Company or Purchaserany of its subsidiaries, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority or body, except (iA) in connection with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as may be required under amended (the "HSR Act") and any other similar and necessary foreign approvals or waiting periods applicable to the Offer or the Merger, any non-United States competition, antitrust (B) pursuant to the Securities Act and investment laws, the Exchange Act, the DGCL, the "takeover" Act or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any selfThe American Stock Exchange, (C) the filing of a certificate of merger (or certificate of ownership and merger) pursuant to the DGCL, (D) filings under the Industrial Site Recovery Act of the State of New Jersey and the environmental laws of the various states, (E) filings under state securities, "Blue-regulatory organization Sky" or takeover laws or in connection with maintaining the good standing and qualification of the Surviving Corporation following the Effective Time or (iiF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, could not reasonably be expected to have individually or in the aggregate, have aggregate when taken together with all such other failures a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, Material Adverse Effect; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser the Company or any of their respective Subsidiaries its subsidiaries is a party or by which Parent or the Company, any of its Subsidiaries subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained prior to the date Shares are first accepted for payment under the Offer or which would not in the aggregate could not reasonably be expected to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Material Adverse Effect; or (div) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to Parentthe Company, Purchaser any of its subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are boundbusinesses, except for violations (other than of orders, writs, injunctions or decrees issued against the Company or any of its subsidiaries or naming the Company or any of its subsidiaries as a party) which would not, could not reasonably be expected to have individually or in the aggregate, have aggregate a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither Except as set forth in Section 3.08 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Amended and Restated Certificate of Incorporation or Bylaws By-Laws (or other similar governing documents) of Parent the Company or Purchaserany of its Subsidiaries, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority or body (“Governmental Entity”), except (iA) in connection with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as may be required under amended (the “HSR Act”), any non-United States competition, antitrust (B) pursuant to the Securities Act and investment laws, the Exchange Act, the DGCL, the "takeover" Act or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any selfthe NASDAQ Stock Market LLC, (C) the filing of a certificate of merger pursuant to the DGCL, (D) filings under state securities, “Blue-regulatory organization Sky” or takeover laws or in connection with maintaining the good standing and qualification of the Surviving Corporation following the Effective Time or (iiE) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate when taken together with all such other failures reasonably be likely to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, Material Adverse Effect; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser the Company or any of their respective the Subsidiaries is a party or by which Parent or the Company, any of its the Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained prior to the Effective Time or which would not that in the aggregate would not reasonably be expected to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Material Adverse Effect; or (div) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to Parentthe Company, Purchaser any of the Subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are boundbusinesses, except for violations which (other than of orders, writs, injunctions or decrees issued against the Company, or any of the Subsidiaries or naming the Company, or any of the Subsidiaries as a party) that would not, individually or not in the aggregate, aggregate reasonably be expected to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither the ------------------------------------ execution and delivery of this Agreement by Parent or Purchaser the Partnership and BCPOP nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates of Incorporation Partnership Agreement or Bylaws the BCPOP Partnership Agreement; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernment or regulatory authority or body, except (iA) as may be required under pursuant to the HSR Act, any non-United States competition, antitrust Securities Act and investment laws, the Exchange Act, the DGCL, the "takeover" Act or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any selfnational securities exchange or the National Association of Securities Dealers, Inc., (B) the filing of (1) amendments or amendments and restatements of the certificate of limited partnership of each of the Partnership and BCPOP, and (2) the Certificate of Merger, pursuant to the Delaware Act, (C) filings under state securities laws or in connection with maintaining the good standing and qualification of the Corporation following the Effective Time, (D) filing of any premerger notification and report form under the Xxxx-regulatory organization Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR --- filings"), if any or (iiE) where the failure to obtain such consent, ------- approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect on the ability of Parent Partnership or Purchaser to consummate the transactions contemplated hereby, BCPOP; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent the Partnership or Purchaser or any of their respective Subsidiaries BCPOP is a party or by which Parent the Partnership or any of its Subsidiaries BCPOP or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) as which in the aggregate would not have a material adverse effect on the Partnership or BCPOP; or (iv) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to which requisite waivers the Partnership or consents have been obtained BCPOP or any of their respective properties or businesses, except for violations (other than of orders, writs, injunctions or decrees) which would not in the aggregate have a material adverse effect on the ability of Parent Partnership or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyBCPOP.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by Parent or Purchaser nor Company and the execution and delivery of the Bank Merger Agreement by Company Bank do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by Company and Company Bank will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any breach Lien upon any of the properties or assets of Company or any of its Subsidiaries under, or result in the loss of a benefit under, any provision of the respective Certificates (i) Company Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserCompany Bylaws, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consentOrganizational Documents of any of Company’s Subsidiaries, approval, authorization or permit(iii) any Company Contract, or (iv) any Order or Law applicable to make Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (iii) and (iv), any such filing violations, defaults, rights or notification, Liens that would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Company or materially impair the ability of Parent Company or Purchaser Company Bank to consummate perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated herebyhereby or thereby. No filing or registration with, (c) except for the or authorization, consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval of, any Governmental Entity is required by or result in a default (or give rise with respect to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the Bank Merger Agreement by Company Bank or is necessary for the consummation by Company or Company Bank of the Merger or the Bank Merger, as applicable, and the other transactions contemplated by this Agreement, except for (I) the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the Exchange Act, (III) with respect to the Merger, the filing of articles of merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company or any of their respective assets may be boundits Subsidiaries is qualified to do business, except for such defaults (or rights IV) with respect to the Bank Merger, the filing of termination, cancellation, modification or acceleration) as to the articles of merger with the Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Company Bank or any of their respective its Subsidiaries is qualified to do business, (V) such filings, authorizations, Orders and approvals as may be required to obtain the State Takeover Approvals, (VI) such filings as may be required in connection with the Taxes described in Section 5.7, (VII) compliance with applicable requirements of The NASDAQ Global Market (“NASDAQ”) and (VIII) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Company or Company Bank or materially impair the ability of Parent Company or Purchaser Company Bank to consummate perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated herebyhereby by Company or Company Bank.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Buyer or Sub under, any provision of (a) the Articles of Incorporation or the By-laws of Buyer, each as amended to date, (b) the Certificate of Incorporation or the By-laws of Sub, each as amended to date, (c) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Buyer or any of its Subsidiaries, or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or Sub or any of their respective properties or assets, other than, in the case of clauses (c) or (d), any such violations, defaults, rights, losses, Liens that, individually or in the aggregate, would not materially impair the ability of Buyer or Sub to perform their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Entity”) is required by or with respect to Buyer or Sub in connection with the execution and delivery of this Agreement by Parent Buyer or Purchaser nor Sub or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required by state takeover laws (the “State Takeover Approvals”), (v) any of such items as may be required under foreign laws, and (vi) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, materially impair the ability of Buyer or Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebythereby.

Consents and Approvals; No Violation. Neither Except as may be set forth in the Merger Agreement and the Company Disclosure Schedule issued by the Company in connection therewith, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent or Purchaser nor such Company Shareholder, performance by such Company Shareholder of its obligations hereunder and the consummation by such Company Shareholder of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Company Shareholder, the performance by such Company Shareholder of its obligations hereunder and the consummation by such Company Shareholder of the transactions contemplated hereby will or compliance by such Company Shareholder with any of the provisions of this Agreement shall (ai) conflict with or result in any breach of any provision organizational documents, if applicable, of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchasersuch Company Shareholder, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for require the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval of any Person or result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to an event which, with or without notice or lapse of time, or both, would constitute a default) under or the loss of any benefit under, result in the termination of or a right of terminationtermination or cancellation under, cancellationor acceleration of the performance required by, modification or acceleration) under any of the terms, conditions conditions, or provisions of any note, license, agreement, contract, indenture or other instrument or obligation Contract to which Parent or Purchaser or any of their respective Subsidiaries such Company Shareholder is a party or by which Parent such Company Shareholder or any of its Subsidiaries such Company Shareholder’s properties or assets may be bound or result in the creation of any Encumbrance, on any properties or assets of the Company Shareholder, or (iii) subject to compliance with filing requirements as may be required under applicable securities Laws, violate any Law applicable to such Company Shareholder or any of their respective assets may be boundsuch Company Shareholder’s properties or assets, except for such defaults in each case under clauses (i), (ii) and (iii), where the absence of filing or rights of terminationauthorization, cancellationconflict, modification violation, breach, or acceleration) as to which requisite waivers or consents have been obtained or which default would not in the aggregate have a material adverse effect on impair or adversely affect the ability of Parent or Purchaser such Company Shareholder to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyperform such Company Shareholder’s obligations hereunder.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement and each Transaction Document to which the Buyer is a party by Parent or Purchaser the Buyer nor the performance by the Buyer of its obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby and thereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Articles or Organization or By-Laws of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaserthe Buyer, (bii) require any consent, waiver, approval, authorization or permit of, or filing with or notification toto any Governmental Authority, (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Buyer, or cause an indemnity payment to be made by the Buyer under, or result in the creation or imposition of any lien upon any properties, assets or business of the Buyer under, any Governmental Entitynote, bond, indenture, mortgage, deed of trust, lease, franchise, permit authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which the Buyer is a party or by which the Buyer or any of its assets or properties is bound or encumbered, or give any Person the right to require the Buyer to purchase or repurchase any notes, bonds or instruments of any kind, or (iv) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Buyer or any of its properties or assets, except (i) as may be required under in the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws case of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or clauses (ii) through (iv) above, where the failure to obtain such consent, approval, authorization or permit, or failure to make such filing or notification, or where such violation, breach, conflict or default, would not, individually or in the aggregate, have cause a material adverse effect on the Buyer's ability of Parent to perform its obligations hereunder or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver thereunder or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser the parties hereto to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebythereby.

Consents and Approvals; No Violation. (a) Neither the execution and delivery of this Agreement by Parent or Purchaser Merger Sub nor the consummation of the transactions contemplated hereby will (ai) violate or conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Parent or PurchaserMerger Sub, (ii) assuming all consents, approvals and authorizations contemplated by Section 4.4(b)(i)–(iv) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law, (iii) violate or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of its or their respective properties assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub or by which any of its or any of their respective assets are bound, except in the case of clauses (ii) through (iv), which would not prevent or materially delay the consummation of the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required the pre-merger notification requirements under the HSR ActAct and Foreign Antitrust Laws, any non-United States competition, antitrust and investment laws, (ii) the applicable requirements of the Exchange Act, (iii) the DGCLfiling of the Certificate of Merger with the Delaware Secretary and (iv) any such consent, approval, authorization, permit, filing, or notification the "takeover" failure of which to make or "blue sky" laws obtain would not prevent or materially delay the consummation of various states and the applicable provisions transactions contemplated hereby. As of laws the date of this Agreement, other than as set forth on Section 4.4(b) of the Parent Disclosure Letter, neither Parent nor Merger Sub is aware of any fact, event or circumstance specifically relating to Parent or Merger Sub or their Affiliates that would reasonably be expected to prevent or materially delay the regulation of banks, broker-dealers and investment advisers and the rules and requirements receipt of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or permit of any Governmental Entity required pursuant to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser Article VI to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder this Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by Parent or Purchaser nor Agreement, the consummation of the transactions contemplated hereby and the performance by Company of its obligations hereunder will not: (a) subject to obtaining the Company Shareholders’ Approval and other approvals as expressly contemplated by this Agreement, conflict with or result in any breach of any provision of Company’s articles of incorporation or bylaws or the respective Certificates articles of Incorporation incorporation or Bylaws bylaws (or other similar governing organizational documents) of Parent or Purchaser, any of its Subsidiaries; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, to any governmental or regulatory authority or agency (a “Governmental EntityAuthority”), except for (i) the filing of the Articles of Merger with the Secretary of State of Nevada and the issuance by the Secretary of State of Nevada of a certificate of merger with respect thereto, (ii) the filing of the Registration Statement and the Proxy Statement/Prospectus with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) such consents, approvals, orders, authorizations and regulations, declarations and filings as may be required under the HSR Act, any non-United States competition, antitrust and investment applicable state securities or blue sky laws, the Exchange Actand (iv) approvals and registrations that, the DGCL, the "takeover" if not obtained or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notificationmade, would not, individually or in the aggregate, not be reasonably expected to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, Company Material Adverse Effect; (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellationcancellation or acceleration or guaranteed payments or a loss of a material benefit under, modification or acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser Company or any of their respective its Subsidiaries is a party or by which Parent Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such defaults (violations, breaches, defaults, or rights of termination, cancellation, modification cancellation or acceleration) , or losses as to which requisite waivers or consents have been obtained or which which, individually or in the aggregate, would not reasonably be expected to result in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or Company Material Adverse Effect; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to ParentCompany or any Subsidiary of Company; or (e) result in the creation of any lien, Purchaser mortgage, pledge, security interest, encumbrance, claim or charge of any kind (collectively, “Liens”) upon any properties or assets or on any shares of capital stock of Company or its Subsidiaries under any agreement or instrument to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are is bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution (i) The execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the Voting Agreement and the consummation by Parent or Purchaser nor the consummation and Merger Sub of the transactions contemplated hereby and thereby, including the Merger, require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the Required Approvals and (B) the filings or notices required by, and any approvals required under the rules and regulations of the Governmental Authorities set forth on Section 5.2(d)(i)(B) of the Parent Disclosure Schedule. As of the date hereof, Parent and Merger Sub are not aware of any reason why the Required Approvals will not be received in order to permit consummation of the Merger on a timely basis. (aii) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Voting Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby do not and will not (A) conflict with or result in any violation or breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Parent or Purchaserthe limited liability agreement of the Merger Sub, respectively, or the similar organizational documents of any of Parent’s Subsidiaries, (bB) assuming compliance with the matters referred to in Section 5.2(d)(i), conflict with or result in a violation or breach of any applicable Law or (C) assuming compliance with the matters referred to in Section 5.2(d)(i), require any consentconsent by any Person, approval, authorization or permit of, or filing with or notification toexcept in the case of clauses (B) and (C) above, any Governmental Entitysuch violation, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" breach or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, conflict that would not, individually or in the aggregate, have a material adverse effect on reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Purchaser Merger Sub to consummate the Merger and the other transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder this Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by the Company of the transactions transaction contemplated hereby will will: (ai) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws By-Laws of the Company or any of its Subsidiaries; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business, (C) in connection with any state or local tax which is attributable to a change in the beneficial ownership of real property owned by the Company or its Subsidiaries (collectively, the "Gains Taxes"), (D) as may be required under the HSR Act, by any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" applicable state securities or "blue sky" laws of various states or state takeover laws, (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the applicable provisions of laws relating to Offer or the regulation of banksMerger or the transaction contemplated by this Agreement, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, not have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, Company; (ciii) except for the consent represented by as set forth in Schedule 4.1(d) of the Company in Section 1.02 to have been given under the Existing Stockholder AgreementDisclosure Schedule, require any consent, waiver or approval or 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 any right of termination, cancellation, modification consent or accelerationacceleration or lien or other charge or encumbrance) under under, or cause any payment to be required to be made or any securities or rights of the Company to be issued pursuant to, any of the terms, conditions or provisions of any note, license, agreement, contract, indenture plan or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) as to which requisite requisite, waivers or consents have been obtained or which which, in the aggregate, would not in the aggregate have a material adverse effect Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Company; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.1(d) are duly and timely obtained or made and, with respect to the Merger, the approval of this Agreement by the Company's stockholders has been obtained to the extent required by the DGCL, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of its Subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyassets.

Consents and Approvals; No Violation. Neither Except as disclosed in ------------------------------------ Section 4.4 of the NRLP Disclosure letter, none of the execution and delivery by NRLP of this Agreement by Parent or Purchaser nor Agreement, the NRLP Merger Agreement, the consummation by NRLP of the transactions contemplated hereby and thereby or compliance by NRLP with any of the provisions hereof will (a) conflict with or result in any a breach of any provision of the respective Certificates of Incorporation partnership agreements, charters or Bylaws bylaws (or other similar governing documents) of Parent NRLP or Purchaserany of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, pursuant to the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states Securities Act and the applicable provisions of laws relating to the regulation of banks, broker-dealers HSR Act and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where for filing the failure Certificate of Merger with respect to obtain such consent, approval, authorization or permit, or the NRLP Merger pursuant to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on DRLPA and the ability of Parent or Purchaser to consummate the transactions contemplated herebyDGCL, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or an event which with notice or lapse of time or both would become a default) or give rise to any third party any right of termination, cancellation, modification amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the termsassets of NRLP or any of its Subsidiaries pursuant to, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser NRLP or any of their respective its Subsidiaries is a party or by which Parent NRLP or any of its Subsidiaries or any of their respective assets may be boundbound or affected, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser NRLP or any of its Subsidiaries or any of their respective Subsidiaries properties or by which any assets, other than (i) such defaults, rights of their respective assets termination, cancellation, amendment or acceleration, liens and encumbrances, violations and conflicts and (ii) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (b) above, that are boundnot obtained, except for violations which would notwhich, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the NRLP and would not materially impair NRLP's ability of Parent or Purchaser to consummate the transactions contemplated herebyby this Agreement and the NRLP Merger Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent Acquiror or Purchaser Merger Sub nor the consummation of the transactions contemplated hereby nor compliance by Acquiror or Merger Sub with any provisions herein will (a) violate, contravene or conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent Acquiror or PurchaserMerger Sub, (b) to the Knowledge of the Acquiror, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, and any nonforeign antitrust, investment or competition-United States competition, antitrust and investment laws, related Laws (ii) compliance with the applicable requirements of the Exchange Act, the DGCL, the "takeover" Securities Act and state securities or "“blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers ” Laws and the rules and requirements regulations promulgated thereunder, (iii) the filing of any self-regulatory organization or (ii) where appropriate merger documents as required by the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyCorporation Law, (c) except for the consent represented by the Company violate, conflict with or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contractContract, indenture or other instrument or obligation to which Parent Acquiror or Purchaser Merger Sub or any of their respective Subsidiaries is a party or by which Parent Acquiror or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Acquiror or any of their respective its Subsidiaries or by which any of their respective assets are bound, except for violations which in the case of clauses (b), (c) and (d) as would not, individually or in the aggregate, have a material adverse effect on reasonably be expected to prevent or materially delay the ability consummation of Parent the transactions contemplated hereby. The sole stockholder of Merger Sub has approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger. No vote of Acquiror’s stockholders is necessary to approve this Agreement or Purchaser to consummate any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or and Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust (ii) the applicable requirements of the Securities Act and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers Act and the rules and regulations promulgated thereunder (including with respect to the Offer Documents), (iii) the filing and recordation of the Certificate of Merger as required by the Corporation Law, (iv) the applicable requirements of any self-regulatory organization or NASDAQ, and (iiv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would notnot have, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company violate, or conflict with, or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default (default, or give rise to any right of termination, cancellation, modification or acceleration) acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right), under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate have aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would notnot have, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither (a) There is no requirement applicable to the Seller to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by the Seller of the transactions contemplated by this Agreement. (b) Assuming the payment immediately subsequent to Closing of those items set forth on Section 1.2 of the Disclosure Schedule and except as set forth in Section 4.3 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Parent or Purchaser the Seller nor the consummation by the Seller of the transactions contemplated hereby nor compliance by the Seller with any of the provisions hereof will directly or indirectly (awith or without notice or lapse of time): (i) contravene, conflict with or result in any breach or violation of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (bylaws of the Seller or other similar governing documents) any resolution adopted by the Board of Parent Directors of Seller or Purchaserthe stockholders of Seller, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (breach of or default, or give rise to any right of termination, cancellationcancellation or acceleration under, modification or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, agreement, contract, indenture lease or other similar instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries the Seller is a party or by which Parent or any of its Subsidiaries properties or any of their respective assets may be boundbound (for purposes hereof, except for such defaults a note, bond, mortgage, indenture, license, agreement, lease or similar instrument shall be deemed material only if it involves (A) executory performance of services or rights delivery of terminationgoods or materials to or by the Seller of an amount in excess of $50,000, cancellation(B) the future expenditure or receipt by the Seller in excess of $50,000, modification (C) the lease, rental or accelerationoccupancy of real or personal property involving the future expenditure by the Seller of in excess of $50,000 in the current or any ensuing fiscal year, (D) as any agreement pursuant to which requisite waivers the Seller licenses software or consents other intellectual property, other than commercially available software programs generally available to the public which have been obtained licensed to the Seller pursuant to standard end-user license agreements or which would not (E) in the aggregate have a material adverse effect case of any note or other obligation involving debt for money borrowed, it involved debt other than as disclosed on Section 1.2 of the ability Disclosure Schedule), (iii) cause Buyer or the Parent to become subject to or liable for the payment of Parent or Purchaser to consummate the transactions contemplated hereby or any Tax, (div) violate or conflict with any order, judgment, writ, injunction, decree, or any statute, rule or regulation which is either applicable to Parentto, Purchaser binding upon or enforceable against the Seller or the Business or any of their respective Subsidiaries the Seller’s properties or by which any of their respective assets are bound, except for violations which would not, individually or (v) result in the aggregate, have a material adverse effect on imposition or creation of any Lien upon or with respect to the ability of Parent or Purchaser to consummate the transactions contemplated herebyAssets.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 3.4 (the "Required Consents"), neither the execution and delivery by Clark USA, Seller nor Retail Sub of this Agreement by Parent or Purchaser nor the consummation consumxxxxxn by Clark USA, Seller or Retail Sub of the transactions contemplated hereby xxxxxy will (ai) conflict with or result in any a breach of any provision of the respective Certificates charter or bylaws of Incorporation Clark USA, Seller or Bylaws (or other similar governing documents) of Parent or PurchaserRetail Sub, (bii) require any consent, approvalapprovxx, authorization xuthorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (iA) as may be required under pursuant to the HSR Act, any non-United States competitionand (B) which, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" if not obtained or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notificationmade, would notnot prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or otherwise prevent Clark USA, Seller or Retail Sub from performing its obligations uxxxx this Agreement in any material respect or have, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect, (ciii) except for require the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval of any person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give rise to any third party any right of termination, cancellation, modification amendment or acceleration) under acceleration under, or result in the creation of a Lien on any of the Assets under, any of the terms, conditions or provisions of any note, license, agreement, contract, indenture contract or other instrument or obligation license to which Parent Clark USA, Seller or Purchaser or any of their respective Subsidiaries Retail Sub is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be the Assets xxx bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (div) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to ParentClark USA, Purchaser Seller or any of their respective Subsidiaries Retail Sub or by which any of their respective assets are boundthe Business, except for violations in the caxx xx clause (iii) or (iv) any consents and approvals the failure of which would notto obtain and any violations, conflicts, breaches and defaults which, individually or in the aggregate, have a would not materially impair the conduct of the Business or result in material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyLiabilities.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule -------- 3.4 (including the required consents, approvals, authorizations and other --- actions identified therein), the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Assets or the Business under, any provision of (i) the certificate or articles of incorporation or bylaws of PSA or PSA SUB or under any provision of the comparable charter or organization documents of any of the PSA Group, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to any of the PSA Group, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the PSA Group, other than, in the case of clauses (ii) or (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, or prevent the consummation of any of the transactions contemplated hereby in accordance with the terms of this Agreement. Without limiting the foregoing, prior to the execution and delivery of this Agreement, all necessary Persons, including the Banks and NationsBank N.A., have provided, or have agreed to provide at the Closing, all consents, waivers and releases required under or pursuant to the Subordinated Notes or the Credit Agreement for the execution and delivery by PSA and PSA SUB of this Agreement and the consummation by PSA and PSA SUB of the transactions contemplated hereby in accordance with the terms hereof, and ChoicePoint, Inc. and/or its Affiliates have provided all written waivers of any provision of the ChoicePoint Non- Competition Agreement preventing the execution and delivery by PSA and PSA SUB of this Agreement and/or the consummation by PSA and PSA SUB of the transactions contemplated hereby in accordance with the terms hereof. A copy of the ChoicePoint, Inc. waiver is attached hereto as Exhibit 3.4. No filing or ----------- registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to PSA or PSA SUB in connection with the execution and delivery of this Agreement by Parent PSA or Purchaser nor PSA SUB or is necessary for the consummation of the transactions contemplated hereby will by this Agreement, except for (aA) conflict in connection, or in compliance, with or result in any breach of any provision the provisions of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserHSR Act, (bB) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) such filings and consents as may be required under the HSR Act, any non-United States competition, antitrust and investment state or foreign laws pertaining to debt collection under any applicable bulk sales laws, the Exchange Actand (C) such other consents, the DGCLorders, the "takeover" or "blue sky" laws of various states authorizations, registrations, declarations and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where filings the failure of which to obtain such consent, approval, authorization be obtained or permit, or to make such filing or notification, made would not, individually or in the aggregate, have a material adverse effect on Material Adverse Effect or prevent the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any in accordance with terms of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebythis Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions Transactions contemplated hereby will will: (a) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws, respectively of Parent or Purchaser, ; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act and any requirements of any foreign or supranational antitrust Laws, including the German Act Against Restraints of Competition, (ii) pursuant to the applicable requirements of the Exchange Act or the rules thereunder or the Nasdaq Stock Market, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is authorized to do business, (iv) as may be required under the HSR Act, by any non-United States competition, antitrust applicable state securities or “blue sky” laws or state takeover and investment environmental laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, not have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, Material Adverse Effect; (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or Material Adverse Effect; or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 6.3 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Parent or Purchaser or any of their respective Subsidiaries subsidiaries or by which to any of their respective assets are boundassets, except for violations which would not, individually or in the aggregate, not have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by and the Parent or Purchaser nor Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any breach lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or any of its Subsidiaries under: (i) subject to adoption of the Resolutions and Bye-Law Amendments as described in Section 2.3, any provision of the respective Certificates Memorandum of Incorporation or Bylaws (or other similar governing documents) Continuance and Bye-laws of Parent or Purchaser, (b) require any consent, approval, authorization the comparable charter or permit of, organization documents or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any nonby-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions any of laws relating to the regulation of banksits Subsidiaries, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where assuming approval by HIIC under the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in Shareholders Agreement and HIEC under the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for Management Agreement and the consent represented of Singapore Airlines Limited ("XXX") to IEL as previously furnished by IEL to HIIC and Parent (the Company in Section 1.02 to have been given under the Existing Stockholder Agreement"XXX Consent"), require any consentloan or credit agreement, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease, agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable to which Parent or Purchaser or any of their respective its Subsidiaries is a party or by which (iii) assuming adoption of the Resolutions and Bye-law Amendments as described in Section 2.3, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, except for other than, in the case of clauses (ii) and (iii), any such defaults (violations, defaults, rights, liens, security interests, charges or rights of terminationencumbrances that, cancellationindividually or in the aggregate, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate reasonably be expected to have a material adverse effect Material Adverse Effect on Parent and would not materially impair the ability of Parent or Purchaser Sub to consummate perform their respective obligations hereunder or under the Parent Ancillary Agreements or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (dfederal and state), foreign (including provincial) violate any orderor supranational court, writcommission, injunctiongovernmental body, decreeregulatory agency, statute, rule authority or regulation applicable tribunal (a "Governmental Entity") is required by or with respect to Parent, Purchaser Parent or any of their respective its Subsidiaries in connection with the execution and delivery of this Agreement or the Parent Ancillary Agreements by Parent and Sub, or is necessary for the consummation of the Amalgamation and the other transactions contemplated by this Agreement or the Parent Ancillary Agreements, except: (i) for the filing with the Registrar of Companies in Bermuda of an application for consent and an application for registration of the Amalgamation and appropriate documents with the relevant authorities of other states in which IEL or any of their respective assets are boundits Subsidiaries is qualified to do business; (ii) for receipt of consent of the Minister of Finance in Bermuda and such other consents, except approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which Parent or its Subsidiaries conducts any business or owns any property or assets; and (iii) for violations such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Parent and would not materially impair the ability of Parent or Purchaser Sub to consummate perform their respective obligations hereunder or under the Parent Ancillary Agreements or prevent the consummation of any of the transactions contemplated herebyhereby or thereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 2.4 have been obtained and all filings and obligations described in this Section 2.4 have been made, except as set forth in Section 2.4 of the GWBI Letter, the execution and delivery of this Agreement by Parent or Purchaser nor GWBI, and of the Bank Merger Agreement by GWBI Bank, do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by GWBI and GWBI Bank will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of a benefit under, or result in the creation of any breach Lien upon any of the properties or assets of GWBI or any of its Subsidiaries under, any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment lawsGWBI Certificate of Incorporation, the Exchange ActGWBI Bylaws or the articles of incorporation or bylaws of GWBI Bank or any other GWBI Subsidiary, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where any Contract applicable to GWBI or any of its Subsidiaries or any of their respective properties or assets or (iii) any Order or Law applicable to GWBI or any of its Subsidiaries or any of their respective properties or assets, other than, in the failure to obtain case of clause (ii), any such consentviolations, approvaldefaults, authorization rights or permit, or to make such filing or notification, Liens that would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on GWBI or materially impair the ability of Parent GWBI or Purchaser GWBI Bank to consummate perform their respective obligations hereunder or under the Bank Merger Agreement or prevent the consummation of any of the transactions contemplated herebyhereby or thereby by GWBI or GWBI Bank. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Entity”) is required by or with respect to GWBI or GWBI Bank in connection with the execution and delivery of this Agreement or the Bank Merger Agreement by GWBI or GWBI Bank or is necessary for the consummation by GWBI or GWBI Bank of the Merger or the Bank Merger, as applicable and the other transactions contemplated by this Agreement, except for (I) the Specified Requisite Regulatory Approvals, (cII) except for in connection, or in compliance, with the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any provisions of the termsSecurities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, conditions or provisions the “Exchange Act”), (III) with respect to the Merger, the filing of any note, license, agreement, contract, indenture or articles of merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other instrument or obligation to states in which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent GWBI or any of its Subsidiaries is qualified to do business, (IV) with respect to the Bank Merger, the filing of the articles of merger with the Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which GWBI Bank or any of their respective assets its Subsidiaries is qualified to do business, (V) such filings, authorizations, orders and approvals as may be boundrequired by state takeover Laws (the “State Takeover Approvals”), except for (VI) such defaults filings as may be required in connection with the Taxes described in Section 5.7, and (or rights VII) such other consents, Orders, authorizations, registrations, declarations and filings the failure of termination, cancellation, modification or acceleration) as which to which requisite waivers or consents have been be obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on GWBI or materially impair the ability of Parent GWBI or Purchaser GWBI Bank to consummate perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyhereby by GWBI or GWBI Bank.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) as may be required under the HSR ActAct and any Foreign Antitrust Laws, any non-United States competition, antitrust and investment laws, or (ii) the applicable requirements of the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers Act and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyregulations promulgated thereunder, (c) except for the consent represented by the Company violate, conflict with or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation Contract to which Parent or Purchaser or any of their respective its Subsidiaries is a party or by which Parent Purchaser or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective its Subsidiaries or by which any of their respective assets are bound, except for violations which that in each of clauses (b), (c) or (d) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such violations, conflicts, breaches or defaults would not, individually or in the aggregate, have a material adverse effect on reasonably be expected to prevent, materially impede or materially delay the ability consummation of Parent or Purchaser to consummate the transactions contemplated herebyhereby or otherwise affect Purchaser’s ability to satisfy its obligations hereunder.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (bylaws of the Company or other similar governing documents) any of Parent or Purchaserits Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”), except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), any non-United States competition, antitrust (ii) the applicable requirements of the Securities Act and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers Act and the rules and regulations promulgated thereunder and any applicable state securities, “blue sky” laws or Takeover Laws (including, without limitation, with respect to the Schedule 14D-9), (iii) the filing and recordation of the Certificate of Merger as required by the Corporation Law and appropriate documents with the relevant authorities of the other states in which the Company and its Subsidiaries are qualified to do business, and (iv) the applicable requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyNASDAQ, (c) except for the consent represented by the Company violate, or conflict with, or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default (default, or give rise to any right of termination, cancellation, modification or acceleration) acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default, or give rise to any such right), under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (d) result (or, with the giving of notice, the passage of time or rights of terminationotherwise, cancellation, modification or accelerationwould result) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the ability Company or any of Parent or Purchaser to consummate the transactions contemplated hereby its Subsidiaries or (de) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of their respective its Subsidiaries or by which any of their respective assets are bound, except for violations which in the case of clauses (b), (c) and (d), as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and ------------------------------------ delivery of this Agreement by Parent or Purchaser nor the consummation by Parent of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation (or other similar documents) or Bylaws (or other similar governing documents) of Parent or Purchaser, any of its subsidiaries; (bii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (iA) in connection with the applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, (D) as may be required by any applicable state securities laws, (E) the consents, approvals, orders, authorizations, registrations, declarations and filings required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and foreign countries, as set forth in Section 5.1(f) of the applicable provisions of laws relating to the regulation of banksParent Disclosure Schedule, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect Material Adverse Effect on Parent or adversely affect the ability of Parent or Purchaser to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries its subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not in the aggregate have a material adverse effect Material Adverse Effect on Parent or adversely affect the ability of Parent or Purchaser to consummate the transactions contemplated hereby hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would have a Material Adverse Effect on Parent; or (dv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.1(f) are duly and timely obtained or made and the approval by the stockholders of Parent of the amendment to Parent's Certificate of Incorporation to increase parent's authorized capital stock in order to allow for the issuance of Parent Shares by virtue of the Merger and approval of the issuance of the Parent Shares by the stockholders of Parent in accordance with the NNM listing requirements have been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Parent or any of its subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a material adverse effect Material Adverse Effect on Parent or adversely affect the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Subject to the taking ------------------------------------ of the actions described in the immediately succeeding sentence, the execution and delivery of this Agreement by Parent or Purchaser nor do not, and the consummation of the transactions contemplated hereby Transactions will (a) not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of modification, termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the respective Certificates material properties or assets of Incorporation Newco under (a) the certificate of incorporation or Bylaws (or other similar governing documents) bylaws of Parent or PurchaserNewco, (b) require any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Newco or its properties or assets, (c) any judgment, order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to Newco or its properties or assets, other than, in the case of clause (b) and (c), any such conflicts, violations, defaults, rights or Liens that could not reasonably be expected to (x) impair in any material respect the ability of Newco to perform its obligation under this Agreement or (y) prevent or materially delay the consummation of any of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Newco in connection with the execution and delivery of this Agreement or the consummation by Newco of any of the Transactions, except (i) in connection with the HSR Act, (ii) pursuant to the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL, (iv) where the failure to obtain any such consent, approval, authorization or permit ofpermit, or to make any such filing with or notification tonotification, any Governmental Entity, except (i) as may would not reasonably be required expected to prevent or materially delay consummation of the Merger or would not otherwise prevent Newco from performing its obligations under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" this Agreement or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure requirement to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in notification arises from the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any regulatory status of the termsCompany, conditions or provisions including in respect of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyLiquor Licenses.

Consents and Approvals; No Violation. Except for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain filings and approvals relating to health care licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filings and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect or could not prevent, materially delay or materially impair the ability of Company to consummate the transactions contemplated by this Agreement. Neither the execution and delivery by Company of this Agreement by Parent or Purchaser Agreement, nor the consummation by Company of the transactions contemplated hereby hereby, nor compliance by Company with any of the provisions hereof, will (ai) conflict with or result in any breach of any provision provisions of the respective Certificates charter documents or by-laws of Incorporation Company or Bylaws (or other similar governing documents) any of Parent or PurchaserCompany Subsidiaries, (bii) require any consent, approval, authorization result in a violation or permit breach of, or filing constitute (with or notification to, any Governmental Entity, except (iwithout due notice or lapse of time or both) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification cancel lation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture agreement or other instrument or obligation ("Contracts") to which Parent or Purchaser Company or any of their respective Company Subsidiaries is a party or by which Parent or any of its Subsidiaries them or any of their respective properties or assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (diii) assuming compliance with the matters referred to in this Section 6.5, violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentCompany, Purchaser any of Company Subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are boundassets, except in the case of clauses (ii) and (iii) for violations violations, breaches or defaults which would not, individually alone or in the aggregate, have a material adverse effect on Company Material Adverse Effect or that would not prevent, materially delay or materially impair the ability of Parent or Purchaser Company to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 7.3, the execution and delivery of this Agreement by Parent and Merger Sub, and the performance by Parent or Purchaser nor the consummation Merger Sub of the transactions contemplated hereby will their respective obligations hereunder, do not: (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation Parent’s or Bylaws (or other similar governing documents) of Parent or Purchaser, Merger Sub’s Governing Documents; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration) , under any of the terms, conditions conditions, or provisions of any note, licensebond, mortgage, indenture, agreement, contractlease, indenture or other instrument or obligation to which Parent or Purchaser Parent, Merger Sub or any of their respective Subsidiaries Affiliates is a party or by 1-LA/903877.26 which Parent or any of its Subsidiaries Parent, Merger Sub or any of their respective Affiliates, business or assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which would if not in the aggregate have a material adverse effect on the ability of Parent obtained or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect on prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Partnership Interests Purchase Agreement or the Merger Agreement; (c) violate any Law or Order applicable to Parent, Merger Sub, any of their respective Affiliates, except for violations that, individually or in the aggregate, would not be reasonably be expected to prevent or materially delay the ability of Parent or Purchaser Merger Sub to consummate the transactions contemplated herebyin this Agreement, the Partnership Interests Purchase Agreement or the Merger Agreement; (d) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Entity, other than (i) the Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Partnership Interests Purchase Agreement or the Merger Agreement, or (iii) any requirements which become applicable to Parent or Merger Sub as a result of the specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged; and (e) as of the date of this Agreement, Parent does not know of any facts or circumstances relating to Parent or any of its Subsidiaries that, in Parent’s reasonable judgment, would be reasonably likely to prevent or materially delay the receipt of the Material Parent Regulatory Consents (as defined in the Merger Agreement).

Consents and Approvals; No Violation. Neither (a) The execution, delivery and performance by the execution and delivery Company of this Agreement by Parent or Purchaser nor and the consummation of the Merger and the other transactions contemplated hereby by the Company do not and will (a) conflict with not require the Company or result in any breach of any provision of its Subsidiaries to procure, make or provide prior to the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require Closing Date any consent, approval, authorization or permit of, or action by, filing with or notification toto any United States or foreign national or supranational, state or local governmental or regulatory agency, commission, court, body, entity or authority or any public or private arbitral body (each, a “Governmental Entity”), except other than (i) as may be required under the filing of the Certificate of Merger, (ii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (iii) compliance with any non-United States competitionapplicable requirements of any other Antitrust and Foreign Investment Laws set forth on Section 3.4(a) of the Company Disclosure Schedules, antitrust and investment laws, (iv) compliance with the applicable requirements of the Exchange Act, including the DGCL, filing with the "takeover" or "blue sky" laws SEC of various states and the applicable provisions of laws a proxy statement relating to the regulation of banksCompany Stockholder Approval (as amended or supplemented from time to time, broker-dealers the “Proxy Statement”), and investment advisers and (v) compliance with the rules and requirements regulations of NYSE (the foregoing clauses (i) through (v), collectively, the “Company Approvals”), and other than any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or authorization, permit, action, filing or notification the failure of which to make such filing or notification, obtain would notnot (A) reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Company Material Adverse Effect or (B) prevent or materially delay the ability consummation of Parent or Purchaser to consummate the Merger. (b) Assuming compliance with the matters referenced in Section 3.4(a) and receipt of the Company Approvals and the Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not (ci) except for contravene or conflict with the consent represented by organizational or governing documents of the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is its Subsidiaries, (ii) contravene or conflict with or constitute a party violation of any provision of any Law binding on or by which Parent applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, any Contract that is required to be bounddisclosed on Section 3.18 of the Company Disclosure Schedules or permit binding on the Company or any of its Subsidiaries or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company, except for other than, in the case of the foregoing clauses (ii), (iii) and (iv), any such defaults (or rights of contravention, conflict, violation, default, termination, cancellation, modification acceleration, right, loss, or acceleration) as to which requisite waivers or consents have been obtained or which Lien that would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser reasonably be expected to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would nothave, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyCompany Material Adverse Effect.

Consents and Approvals; No Violation. Neither (a) Except as set forth in Schedule 5.3, and other than obtaining the Sellers Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution and delivery of this Agreement by Parent or Purchaser the Sellers nor the consummation sale by the Sellers of the transactions contemplated hereby Purchased Assets pursuant to this Agreement will (ai) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaserthe Sellers, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iix) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have create a material adverse effect on Material Adverse Effect or (y) for those requirements which become applicable to the ability Sellers as a result of Parent the specific regulatory status of the Buyer (or Purchaser any of its Affiliates) or as a result of any other facts that specifically relate to consummate the transactions contemplated hereby, business or activities in which the Buyer (cor any of its Affiliates) except for the consent represented by the Company in Section 1.02 is or proposes to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or be engaged; (iii) result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is the Sellers are a party or by which Parent the Sellers, or any of its Subsidiaries or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not which, in the aggregate have aggregate, would not, individually or in the aggregate, create a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby Material Adverse Effect; or (div) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Sellers, Purchaser or any of their respective Subsidiaries or by assets, which any of their respective assets are bound, except for violations which would notviolation, individually or in the aggregate, have would create a material adverse effect on Material Adverse Effect. (b) Except as set forth in Schedule 5.3 and except for (i) any required approvals under the ability of Parent or Purchaser to consummate Federal Power Act, (ii) (A) notice by NEP to, and an order by, the MDPU approving the transactions contemplated hereby.by this Agreement, (B) the approval by the RIPUC of the market valuation "implementation methodology" filed in RIPUC Docket 2540, pursuant to section 39-1-27.4

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser Newco nor the consummation by Parent or Newco of the transactions contemplated hereby will will: (a) conflict with or result in any breach of any provision of the respective Certificates certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws, respectively of Parent or Purchaser, Newco; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) pursuant to the applicable requirements of the Exchange Act, (ii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is authorized to do business, or (iii) as may be required under the HSR Act, by any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" applicable state securities or "“blue sky" ” laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, state takeover laws; (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser Newco or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on adversely affect the ability of Parent or Purchaser Newco to consummate the transactions contemplated hereby or hereby; or (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 6.3 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Parent or Newco or any of their respective Subsidiaries subsidiaries or by which to any of their respective assets are boundassets, except for violations which would not, individually or in the aggregate, have a material adverse effect on adversely affect the ability of Parent or Purchaser Newco to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither (a) Except for (i) the consents and approvals set forth in Section 4.03(a) of the disclosure schedule of the Parent delivered to the Company concurrently herewith (the "PARENT DISCLOSURE SCHEDULE"), (ii) the filing with the SEC of the Proxy Documents, (iii) the filing of the Articles of Merger with the Secretary of State pursuant to the MBCA, and (iv) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the Securities Act, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and the Purchaser of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, in the aggregate, a Parent Material Adverse Effect. (b) Except as set forth in Section 4.03(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent or Purchaser the Purchaser, nor the consummation by Parent or the Purchaser of the transactions contemplated hereby hereby, nor compliance by Parent or the Purchaser with any of the terms or provisions hereof, will (ai) conflict with or violate any provision of the Restated Certificate of Incorporation or Bylaws of Parent, or (ii) assuming that the consents and approvals referred to in Section 4.03(a) are obtained prior to the Closing Date, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or the Purchaser, or any of their respective properties or assets, or (y) violate, conflict with, result in any a breach of any provision of or the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements loss of any self-regulatory organization or (ii) where the failure to obtain such consentbenefit under, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in constitute a default (or give rise to any an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, modification or acceleration) under result in the creation of any Lien upon any of the respective properties or assets of Parent or the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreementlease, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser any of its Subsidiaries is a party, or by which they or any of their respective Subsidiaries is a party properties or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (bound or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyaffected.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 7.3, the execution and delivery of this Agreement by Parent and Merger Sub, and the performance by Parent or Purchaser nor the consummation Merger Sub of the transactions contemplated hereby will their respective obligations hereunder, do not: (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation Parent’s or Bylaws (or other similar governing documents) of Parent or Purchaser, Merger Sub’s Governing Documents; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration) , under any of the terms, conditions conditions, or provisions of any note, licensebond, mortgage, indenture, agreement, contractlease, indenture or other instrument or obligation to which Parent or Purchaser Parent, Merger Sub or any of their respective Subsidiaries Affiliates is a party or by which Parent or any of its Subsidiaries Parent, Merger Sub or any of their respective Affiliates, business or assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which would if not in the aggregate have a material adverse effect on the ability of Parent obtained or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect on prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Asset Purchase Agreement or the Merger Agreement; (c) violate any Law or Order applicable to Parent, Merger Sub, any of their respective Affiliates, except for violations that, individually or in the aggregate, would not be reasonably be expected to prevent or materially delay the ability of Parent or Purchaser Merger Sub to consummate the transactions contemplated herebyin this Agreement, the Asset Purchase Agreement or the Merger Agreement; (d) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Entity, other than (i) the Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Asset Purchase Agreement or the Merger Agreement, or (iii) any requirements which become applicable to Parent or Merger Sub as a result of the specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged; and (e) as of the date of this Agreement, Parent does not know of any facts or circumstances relating to Parent or any of its Subsidiaries that, in Parent’s reasonable judgment, would be reasonably likely to prevent or materially delay the receipt of the Material Parent Regulatory Consents (as defined in the Merger Agreement).

Consents and Approvals; No Violation. Neither (a) Subject to obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements to which it is party by Parent or Purchaser Buyer nor the consummation of the transactions contemplated hereby or thereby or the purchase by Buyer of the Auctioned Assets pursuant to this Agreement will (ai) conflict with or result in any breach of any provision of the respective Certificates [Organizational Documents] of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserBuyer, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture lease or other instrument or obligation to which Parent or Purchaser Buyer or any of their respective Subsidiaries its subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby bound or (diii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentBuyer, Purchaser or any of their respective Subsidiaries or by which any its assets, except, in the case of their respective assets are boundclause (ii) and (iii), except for such failures to obtain a necessary consent, defaults and violations which would not, individually or in the aggregate, have a material adverse effect Buyer Material Adverse Effect. (b) Except for (i) the filings by Buyer and Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, and (ii) the Required Regulatory Approvals set forth on Schedule 6.3(b) attached hereto (collectively, the ability "Buyer Required Regulatory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of Parent or Purchaser to consummate any Governmental Authority is necessary for the consummation by Buyer of the transactions contemplated herebyhereby or by the Ancillary Agreements, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which relate to the Transferable Permits.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby nor compliance by the Company with any provisions herein will (a) violate, contravene or conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaserthe Company, (b) to the Knowledge of the Company, require any consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity, ”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any foreign antitrust, any noninvestment or competition-United States competitionrelated Laws, antitrust and investment laws, (ii) compliance with the applicable requirements of the Exchange Act, the DGCL, the "takeover" Securities Act and state securities or "“blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers ” Laws and the rules and regulations promulgated thereunder, (iii) the filing of appropriate merger documents as required by the Corporation Law, and (iv) compliance with the applicable requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyNASDAQ Global Select Market, (c) except for the consent represented by the Company violate, conflict with, or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a right or benefit (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contractMaterial Contract, indenture or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (d) result (or, with the giving of notice, the passage of time or rights of terminationotherwise, cancellation, modification or accelerationwould result) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind (other than nonexclusive licenses entered into in the ordinary course of business of the Company or its Subsidiaries) (collectively, “Liens”) on any asset of the ability Company or any of Parent or Purchaser to consummate the transactions contemplated hereby its Subsidiaries (other than Permitted Liens) or (de) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of their respective its Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregatecase of clauses (b), (c), (d) and (e), as have not had and would not reasonably be expected to result in a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective Certificates certificates of Incorporation incorporation or Bylaws bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, the Canadian Competition Act or any non-United States competition, other applicable foreign antitrust and investment or competition laws, (ii) for the applicable requirements of the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states Act and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers Securities Act and the rules and regulations promulgated thereunder (including the filing of the Offer Documents), (iii) for the filing and recordation of the certificate of merger as required by the Corporation Law, (iv) the applicable requirements of any self-regulatory organization or the New York Stock Exchange and (iiv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would notnot have, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company violate, or conflict with, or result in Section 1.02 to have been given under the Existing Stockholder Agreementa breach of any provision of, or require any consent, waiver or approval or result in a default default, (or give rise to any right of termination, cancellation, modification or acceleration), (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate have aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would notnot have, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, and except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by Parent or Purchaser nor do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default or the loss of a material benefit (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any breach Lien, upon any of the properties, assets or operations of the Company or any of its Subsidiaries under any provision of (i) the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company, (ii) any provision of the respective Certificates comparable charter or organization documents of Incorporation any Subsidiary of the Company, (iii) any loan or Bylaws (credit agreement, note, bond, mortgage, indenture, lease or other similar governing documents) of Parent agreement, instrument, permit, concession, franchise or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the license applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective its Subsidiaries is a party or by which Parent (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties, assets may be boundor operations, except for such defaults (or rights of terminationother than, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability case of Parent or Purchaser to consummate the transactions contemplated hereby clauses (ii), (iii) or (d) violate iv), any ordersuch violations, writdefaults, injunctionlosses, decree, statute, rule rights or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would notLiens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company, materially impair the ability of Parent the Company to perform its obligations hereunder or Purchaser prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to consummate the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or public or worker safety law or regulation specified in Section 3.4 of the Company Letter pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the taxes described in Section 5.11, (v) applicable requirements, if any, of Blue Sky Laws and the NYSE, (vi) as may be required under foreign laws, (vii) filings with and approvals in respect of the Gaming Laws, (viii) filings with and approvals of state educational regulatory authorities, non-governmental accrediting commissions and the U.S. Department of Education and, if required, with the Federal Communications Commission, (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 3.4 of the Company Letter, and (x) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. (a) No material declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority or any consent from a third party, including any bank, alliance partner, lender, investor or other Person, is necessary for the consummation by the Company of the transactions contemplated by the Transaction Documents other than those filings or consents which have already been made or received. (b) Neither the execution and delivery of the Transaction Documents by the Company nor the sale by the Company of the Note or the issuance of the Conversion Shares upon conversion of the Note pursuant to the terms of this Agreement by Parent or Purchaser nor and the consummation of the transactions contemplated hereby Note will (ai) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any nonBy-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banksCompany, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration) or constitute an event which, with or without the giving of notice, lapse of time, or both, would constitute a default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture lease or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries the Company is a party or by which Parent the Company or any of its Subsidiaries respective properties is or any of their respective assets may be bound, bound or (iii) except for such defaults (or rights the filing with Nasdaq of terminationthe Listing Application for Additional Shares, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of their its respective Subsidiaries or by which any of their respective assets are boundproperties, except for violations in the case of (ii) and (iii), any such conflict, event of default or violation which would not, individually or in the aggregate, not be reasonably likely to have a material adverse effect Material Adverse Effect. (c) Neither the issuance of the Note, any payment of interest or principal on the ability Note, nor any conversion of Parent all or a portion of the Note into Conversion Shares nor any setoff of the obligations of the Company due under the Note against any liability owed by Purchaser to consummate the transactions contemplated herebyCompany under the Termination Agreement will result in a default under the Indenture. (d) Neither the issuance of the Note nor the conversion of the Note into Conversion Shares will trigger any anti-dilution provision contained in any existing securities or contracts or any other instrument of the Company.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or Purchaser Buyer nor the consummation by Buyer of the transactions contemplated hereby will will: (a) conflict with or result in any breach of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing documents) the By-Laws of Parent or Purchaser, Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) such filings and consents as may be required under by the HSR ActFCC or the FCC Rules, or by the MPUC or the MPUC Rules, (ii) as may be required by any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" applicable state securities or "blue sky" laws of various states or state takeover laws, (iii) such filings and consents as may be required under any local government environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization transactions contemplated by this Agreement or (iiiv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, not individually or in the aggregate, aggregate have a material adverse effect on Buyer Material Adverse Effect or adversely affect the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby, ; (c) except for the consent represented by the Company as set forth in Section 1.02 to have been given under the Existing Stockholder AgreementSchedule 3.3(c), require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent Buyer or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification cancellation or accelerationacceleration or Lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would not individually or in the aggregate would not have a material adverse effect on Buyer Material Adverse Effect or adversely affect the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby or hereby; or (d) assuming the consents, approvals, authorizations, permits, filings and notifications referred to in this Section 3.3 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Buyer or any of its Subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, not individually or in the aggregate, aggregate have a material adverse effect on Buyer Material Adverse Effect or adversely affect the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 5.3, the execution and delivery of this Agreement by Parent or Purchaser nor Seller and Limited Partner, and the consummation by Seller and Limited Partner of the transactions contemplated hereby, do not, and at the Closing the consummation by the Companies of the transactions contemplated hereby will not: (a) conflict with or result in any breach of any provision of Seller’s, Limited Partner’s or the Companies’ respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, Governing Documents; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration) , under any of the terms, conditions conditions, or provisions of any note, licensebond, mortgage, indenture, agreement, contractlease, indenture or other instrument or obligation to which Parent or Purchaser Seller, Limited Partner, the Companies or any of their respective Subsidiaries Affiliates is a party or by which Parent or any of its Subsidiaries Seller, Limited Partner, the Companies or any of their respective assets Affiliates, the Business, or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which would if not in the aggregate have a material adverse effect on the ability of Parent obtained or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which made would not, individually or in the aggregate, have a material adverse effect on prevent or materially delay the ability consummation of Parent or Purchaser to consummate the transactions contemplated herebyby this Agreement; (c) violate any Law or Order applicable to Seller, Limited Partner, the Companies, any of their respective Affiliates, or any of the Purchased Assets, except for violations that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; (d) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Entity, other than (i) the Seller Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement, or (iii) any requirements which become applicable to Seller, Limited Partner or the Companies, as a result of the specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to any business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged; and (e) as of the date of this Agreement, to Seller’s Knowledge, there are no facts or circumstances relating to Seller or any of its Subsidiaries that, in Seller’s reasonable judgment, would be reasonably likely to prevent or materially delay the receipt of the Seller Required Regulatory Approvals.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 5.04, neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, Corporation Law and the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except for the filing of the Articles of Merger under the TBCA and the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "H-S-R Act"), or as set forth in Section 3.5 of the Holdings Disclosure Schedule, neither the execution and delivery by Parent or Holdings of this Agreement or the Transaction Agreements to which it is a party nor the consummation by Parent or Purchaser nor the consummation Holdings of the transactions contemplated hereby will or thereby will: (ai) conflict with or result in violate the certificate or articles of incorporation, by-laws or comparable charter or organizational documents of Parent, Holdings or any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or PurchaserTransferred Companies, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consentviolate any statute, approvallaw, authorization judgment, decree, order, regulation or permitrule (collectively, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c"Laws") except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any noteGovernmental Entity (as hereinafter defined) applicable to Parent, license, agreement, contract, indenture Holdings or other instrument or obligation to which Parent or Purchaser the Transferred Companies or any of their respective Subsidiaries properties or assets, (iii) result in a violation or breach of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or require any consent of another party to, any indenture, license, lease, contract, instrument, agreement or commitment (collectively, "Contracts") to which Parent or Holdings (each, with respect to the Business) or any of the Transferred Companies is a party or by which Parent or Holdings (each, with respect to the Business) or any of its Subsidiaries the Transferred Companies or any of their respective properties or assets may be is bound, except for (iv) result in the creation of any Lien on any of the assets of Holdings or any Transferred Company or (v) require any filing with, or the obtaining of any consent, approval, certificate, license, permit, waiver or authorization of ("Governmental Consent"), any governmental or regulatory authority, court or agency, whether federal, state, local or foreign (each, a "Governmental Entity"), other than, in the case of clauses (ii), (iii), (iv) and (v), such defaults (violations, breaches, conflicts, defaults, terminations, accelerations, third-party consents, Liens and Governmental Consents which, individually or rights of terminationin the aggregate, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect on the Business, would not adversely affect in any material adverse effect on respect the ability of Parent or Purchaser Holdings to consummate the transactions contemplated hereby or (d) violate would not adversely affect in any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on respect the ability of Parent or Purchaser Acquiror Sub to consummate conduct the transactions contemplated herebyBusiness after the Closing in substantially the same manner as presently conducted.

Consents and Approvals; No Violation. Neither Except as set forth in Section ------------------------------------ ------- 4.5 of the Company Disclosure Schedule, neither the execution and delivery of --- this Agreement by Parent or Purchaser the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach or violation of any provision of the respective Certificates Certificate of Incorporation or Bylaws (or other similar governing comparable organizational documents) of Parent the Company or Purchaserany Subsidiary of the Company, or (bii) constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (iA) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the "takeover" or "blue sky" laws of various states HSR Act and the applicable provisions termination of laws relating to the regulation waiting periods thereunder, (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of banksthe Offer or the Merger, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiE) where the failure approval of or notice to obtain such consent, approval, authorization any Educational Agency with jurisdiction over Company or permit, or to make such filing or notification, would not, individually or in Schools for the aggregate, have a material adverse effect on the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for by this Agreement and the consent represented by the Company in Section 1.02 transfer of ownership of Schools to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyPurchaser.

Consents and Approvals; No Violation. Neither Except for (i) filings required under the execution Securities Act and delivery the Exchange Act, (ii) the filing and recordation of this Agreement appropriate merger documents as required by the DGCL and, if applicable, the laws of other states in which the Parent or the Purchaser nor is qualified to do business, and (iii) filings under securities or blue sky laws or takeover statutes of the various states, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Parent and the Purchaser of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaserby this Agreement, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to make or obtain such consent, approval, authorization or permit, or which is reasonably likely to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of the Parent or the Purchaser to consummate the transactions contemplated herebyhereby or on the business or financial condition of the Parent, the Purchaser and the other Parent Subsidiaries taken as a whole. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by either the Parent or the Purchaser with any of the provisions hereof will (ci) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval conflict with or result in any violation of any provision of the Certificate of Incorporation or By-Laws of the Parent or the Purchaser, (ii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification loss of material benefits or acceleration) under acceleration or give to any Person any interest in or result in the creation of any Lien upon any of the termsproperties or assets of the Parent, conditions the Purchaser or provisions any of the other Parent Subsidiaries, with or without notice or lapse of time, or both, under the Certificate of Incorporation or the By-Laws of the Parent or the Purchaser or any note, bond, mortgage, indenture, license, agreementbenefit plan, contract, indenture agreement or other instrument or obligation to which Parent or the Parent, the Purchaser or any of their respective the other Parent Subsidiaries is a party or by which Parent any of them or any of its their properties or assets is bound or (iii) assuming the truth of the representations and warranties of the Company contained herein and their compliance with all agreements contained herein and assuming the due making or obtaining of all filings, permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which the Parent, the Purchaser or any of the other Parent Subsidiaries or any of their respective assets may be or properties is bound, except for such excluding from the foregoing clauses (ii) and (iii) conflicts, violations, breaches or defaults (or rights of terminationwhich, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, either individually or in the aggregate, are not reasonably likely to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither Subject to the taking of the actions described in the immediately succeeding sentence, the execution and delivery of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement do not, and the consummation of the Transactions 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 creation of any Lien upon any of the material properties or assets of Parent under (i) the certificate of incorporation or bylaws of Parent or Purchaser, (ii) any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Parent or Purchaser or their respective properties or assets, or (iii) any judgment, order, writ, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to Parent or Purchaser or their respective properties or assets, other than, in the case of clause (ii), (A) the Company’s Second Amended and Restated Credit Agreement, dated as of March 15, 2002, as amended, by and among the Company, its subsidiaries, the lenders party thereto and BNP Paribas as Agent (the “Existing Parent Credit Agreement”) and (B) any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) impair in any material respect the ability of Parent and Purchaser to perform their respective obligations under this Agreement or (y) prevent or impede the consummation of any of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Parent or Purchaser in connection with the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of by Parent or Purchaser, (b) require as the case may be, of any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entityof the Transactions, except (iA) pursuant to the Securities Act and the Exchange Act, (B) the filing of the Articles of Merger pursuant to the PBCL, (C) such filings and approvals as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "“blue sky" ,” takeover or securities laws of various states and states, (D) the applicable provisions consent of laws relating to the regulation of banks, broker-dealers and investment advisers and lenders under the rules and requirements of any self-regulatory organization Existing Parent Credit Agreement or (iiE) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not, individually not prevent or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any delay consummation of the terms, conditions Offer or provisions of any note, license, agreement, contract, indenture the Merger or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of otherwise prevent Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyfrom performing its obligations under this Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or and Purchaser nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of or the respective Certificates Certificate of Incorporation or Bylaws By-Laws (or other similar governing documents) of Parent or Purchaserany of its subsidiaries, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority or body, except (ix) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws those set forth in clauses (A) through (E) of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization Section 4.08 hereof or (iiy) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate when taken together with all such other failures have a material adverse effect on the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of Parent or Purchaser to consummate the transactions contemplated hereby, perform their respective obligations hereunder; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be boundsubsidiaries is a party, except for such defaults (or rights of termination, cancellationunilateral modification or amendment, modification cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate would not have a material adverse effect on the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of Parent or Purchaser to consummate the transactions contemplated hereby perform their respective obligations hereunder; or (div) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to Parent, Purchaser any of its subsidiaries or any of their respective Subsidiaries properties or by which any of their respective assets are boundbusinesses, except for violations (other than of orders, writs, injunctions or decrees) which would not, individually or in the aggregate, not have a material adverse effect on the financial condition, assets, liabilities, business or results of operations of Parent and its subsidiaries taken as a whole or adversely affect or impair the ability of Parent or Purchaser to consummate the transactions contemplated herebyperform their respective obligations hereunder.

Consents and Approvals; No Violation. Neither the execution and ------------------------------------ delivery of this Agreement by Parent or and the Purchaser nor the consummation by Parent and the Purchaser of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the their respective Certificates of Incorporation or Bylaws Bylaws, or (ii) assuming compliance with the matters referred to in clause (iii) below, constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other similar governing documents) encumbrance upon any of the properties or assets of Parent or the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease agreement or other agreement, instrument, obligation, permit, concession, franchise, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or the Purchaser, or to which either of them or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, individually or in the aggregate, will not have a material adverse effect on Parent and its Subsidiaries taken as a whole, or (biii) require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission or other governmental or regulatory authority or instrumentality, domestic or foreign, including Educational Agencies (a "Governmental Entity"), except (iA) as may be required under the HSR Act, any non-United States competition, antitrust and investment laws, pursuant to ------------------- the Exchange Act, (B) filing a certificate of merger or certificate of ownership, as the case may be, pursuant to the DGCL, (C) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "takeover" or HSR Act"blue sky" laws of various states ), and the applicable provisions termination of laws relating to the regulation of bankswaiting ------- periods thereunder, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization (D) consents, approvals, authorizations, permits, filings or (ii) where the failure to obtain such consent, approval, authorization notifications which if not obtained or permit, or to make such filing or notification, would made will not, individually or in the aggregate, have a material adverse effect on Parent and its Subsidiaries taken as a whole or prevent or materially delay consummation of the ability Offer or the Merger, or (E) the approval of Parent or Purchaser notice to consummate any Educational Agency with jurisdiction over Company or Schools for the consummation of the transactions contemplated hereby, (c) except for by this Agreement and the consent represented by the Company in Section 1.02 transfer of ownership of Schools to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyPurchaser.

Consents and Approvals; No Violation. Neither the ------------------------------------ execution and delivery of this Agreement by Parent or Purchaser Acquiror nor the consummation by Acquiror of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificates Restated Certificate of Incorporation or Bylaws and the Restated By-Laws of Acquiror; (or other similar governing documents) of Parent or Purchaser, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority or any other Person, except (iA) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (C) the filing of the Certificate of Merger and the Articles of Merger pursuant to the DGCL and the BCA, respectively, and appropriate documents with the relevant authorities of other states in which Acquiror is authorized to do business, (D) as may be required by any applicable state securities or takeover laws, (E) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (F) such filings, consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the HSR Actlaws of any foreign country, any non-United States competition(G) filings with, antitrust and investment lawsapproval of, the Exchange ActNYSE or, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (iiH) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or not in the aggregate, aggregate have a material adverse effect on Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Parent or Purchaser Acquiror to consummate the transactions contemplated hereby, ; (ciii) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or 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 any right of termination, cancellation, modification cancellation or accelerationacceleration or result in the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture agreement or other instrument or obligation to which Parent Acquiror or Purchaser any of its subsidiaries or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation, modification or accelerationacceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not in the aggregate have a material adverse effect on Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Parent or Purchaser Acquiror to consummate the transactions contemplated hereby hereby; or (div) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.2(e) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser Acquiror or any of its subsidiaries or to any of their respective Subsidiaries or by which any of their respective assets are boundassets, except for violations which would not, individually or not in the aggregate, aggregate have a material adverse effect on Material Adverse Effect with respect to Acquiror and its subsidiaries or adversely affect the ability of Parent or Purchaser Acquiror to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither (a) Except as set forth in Schedule 5.07, the execution and delivery of this Agreement by Parent or Purchaser nor the Company do not, and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby will not, require the Company or any Subsidiary to obtain (ax) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, waiver, authorization or permit of, or to make any filing or registration with or notification toto ("Consents"), any federal or state court, legislature, executive or regulatory authority, agency or commission, or other governmental entity, authority or instrumentality, whether domestic or foreign ("Governmental EntityAuthority"), or (y) any Consent of any third party, except for (i) as may be required under applicable requirements, if any, of the HSR Act, any non-United States competition, antitrust and investment laws, the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where those Consents, the failure of which to obtain such consentbe obtained or made would not reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 5.07, approvalthe execution and delivery of this Agreement by the Company do not, authorization and the performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate, in any material respect, the certificate of incorporation or by-laws, in each case as currently in effect, of the Company or any Subsidiary, (ii) conflict with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to the Company or any Subsidiary or by or to which any of their respective properties or assets is bound or subject, or otherwise give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate or modify any Permit that is held by the Company or any Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any Subsidiary, or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any Change of Control Payment or other payment or otherwise change the existing rights or obligations of the Company or any Subsidiary under, or trigger any change in financial reserve requirements or arrangements under, or result in the creation of a Lien on any of the properties or assets of the Company or any Subsidiary under, any note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by or to make which the Company or any Subsidiary or any of their respective properties or assets is bound or subject, except, in the case of (ii) or (iii) above, for such filing conflicts, violations, breaches, defaults, rights, payments or notification, would notLiens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither Except as set forth in Sections 4.04(a)-(e) of the Disclosure Letter, neither the execution and delivery of this Agreement by Parent or Purchaser the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificates of Incorporation or Bylaws (or other similar governing documents) of Parent the Company or Purchaserany of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "Governmental Entity, ") except (i) as may be required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act, any non-United States competition, antitrust and investment laws"), the Exchange Act, the DGCL, the "takeover" or "blue sky" laws of various states Act and the applicable provisions of laws relating to the regulation of banks, broker-dealers and investment advisers and the rules and requirements of any self-regulatory organization or (ii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated herebyCorporation Law, (c) except for the consent represented by the Company in Section 1.02 to have been given under the Existing Stockholder Agreement, require any consent, waiver or approval or result in a default (under or give rise to any right of termination, cancellation, modification or acceleration) acceleration of any obligation contained in or of a benefit under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser the Company or any of their respective its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any permit, order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser the Company or any of their respective its Subsidiaries or by which any of their respective assets are bound, except in the case of (b), (c) and (d) for violations which any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of Parent or Purchaser the parties to consummate the transactions contemplated herebyOffer or the Merger.