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

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a), and subject to obtaining or making all Buyer's Required Regulatory Approvals, neither the execution, execution and delivery and performance by Buyer of this Agreement by Buyer nor or the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles certificate or articles of Incorporation incorporation or Bylaws bylaws (or other similar governing documents) of Buyer, Buyer or any of its Affiliates, or Subsidiaries; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Subsidiaries is a party or by which Buyer, any such Subsidiary or any of their respective properties and assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers or consents have been obtained or will be prior to the Closing obtained, or which would not, individually or in the aggregate, have materially impair Buyer's ability to consummate the transactions contemplated hereby or by any Additional Agreement, or to perform its material obligations hereunder or thereunder (a "Buyer Material Adverse Effect Effect"); or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulationLaw, order, judgment or decree applicable to BuyerBuyer or any of its Subsidiaries, which violations, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as for consents, approvals, filings and notices (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b) (the consents, approvals, filings and approvals notices referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer Buyer's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery by Buyer of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer of the transactions contemplated hereby and or thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), neither the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby Seller will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of BuyerSeller, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which it, or any of their respective assets the Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, have result in a Buyer Seller Material Adverse Effect or an Asset Material Adverse Effect; or (iii) subject to obtaining the Buyer Seller Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to BuyerSeller, which violations, individually or in the aggregate, would result in a Buyer Seller Material Adverse Effect or an Asset Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b4.3(b) (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Seller Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by Seller or the consummation by Buyer Seller of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if those the failure to obtain which would not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Seller Material Adverse EffectEffect or an Asset Material Adverse Effect and would not otherwise result in a material violation of law by Buyer.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)the Merger Agreement, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will Company does not (i) violate, conflict with or result in any a breach of any provision of the Articles of Incorporation or Bylaws of, (ii) constitute a default (or other similar governing documentsan event which, with notice or lapse of time or both, would constitute a default) of Buyerunder, (iii) result in the termination of, (iv) accelerate the performance required by the Company or any of its AffiliatesSubsidiaries under, or (iiv) result in a default right of termination or acceleration under, (or 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 the Company under, cancellation or acceleration(viii) under give rise to any obligation to obtain any third party consent or provide any notice to any Person under, any of the terms, conditions or provisions of (A) the respective charters or bylaws of the Company or 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 the Company or any of its Subsidiaries or any of their respective properties or assets, other than Required Statutory Approvals, or (C) any note, bond, mortgage, indenture, material deed of trust, license, franchise, Permit, concession, contract, lease, partnership agreement, joint venture agreement or other instrument or obligation agreement to which Buyer the Company or any of its Affiliates Subsidiaries is now a party except, with respect to clauses (B) and (C), such triggering of payments, Liens, encumbrances, filings, notices, Permits, authorizations, consents, approvals, violations, conflicts, breaches or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would notnot prevent or delay the consummation of the Offer, individually the Merger or in the aggregateother transactions contemplated by the Merger Agreement, have including this Agreement, or would not reasonably be expected to have, a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and subject to obtaining any applicable Specified FE Subsidiaries' Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, execution and delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby to which it is a signatory will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyersuch Specified FE Subsidiary, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates such Specified FE Subsidiary is a party or by which it, or any of their respective assets the DLC Nuclear Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyersuch Specified FE Subsidiary, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as Other than the Required Regulatory Approvals set forth in Schedule 5.3(b) in respect of such Specified FE Subsidiary (the filings and approvals referred to in such Schedule are collectively referred to as collectively, the "Buyer Specified FE Subsidiaries' Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by such Specified FE Subsidiary, or the consummation by Buyer such Specified FE Subsidiary of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer such Specified FE Subsidiary from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to such Specified FE Subsidiary or the DLC Nuclear Assets as a result of the specific regulatory status of DLC (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in a Buyer Material Adverse Effectwhich DLC (or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Company nor the consummation by Buyer the Company of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles its Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or by-laws; (ii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) 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 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 antitrust laws of any foreign country or, (F) where the failure to obtain such consent, approval, order, authorization or permit, or to make such registration, filing or notification, could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) 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 or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, bondlicense, mortgagelease, indenture, material agreement or other instrument or obligation to which Buyer the Company or any of its Affiliates Subsidiaries is a party or by which any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which would notcould reasonably be expected to have a Material Adverse Effect on the Company; or (v) 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 the Company or any of its Subsidiaries or to any of their respective assets, except for violations which could not reasonably be expected to, individually or in the aggregate, have a Buyer Material Adverse Effect on the Company or (iii) subject adversely affect the ability of the Company to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of consummate the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth for (i) the Consents, (ii) filings, consents or other actions which, if not made or obtained, would not have a material adverse effect on any of the Assets material to the Business, the System, the Business, Seller's ability to perform its obligations under this Agreement or Buyer's ability to conduct the Business after the Closing in Schedule 5.3(a)substantially the same manner in which it is currently conducted by Seller, neither (iii) the consent of the Limited Partners with respect to the transactions contemplated by this Agreement and (iv) the Regulatory Requirements, no consent, waiver, action, approval or authorization of, or filing, registration or qualification with, any Person or Governmental Authority is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement by Buyer nor Seller. (b) Except as set forth on Schedule 5.3(b), the execution, delivery and performance of the Ancillary Agreements this Agreement by Buyer Seller do not and will not: (a) violate or conflict with any provision of its Affiliates nor Certificate of Limited Partnership or the consummation by Buyer of the transactions contemplated hereby and thereby will Partnership Agreement; (b) violate any Legal Requirement; or (c) (i) violate, conflict with or constitute a breach of or default under (without regard to requirements of notice, passage of time or elections of any Person), (ii) permit or result in any breach the termination, suspension or modification of, (iii) result in the acceleration of any provision of the Articles of Incorporation or Bylaws (or other similar governing documentsgive any Person the right to accelerate) the performance of Buyer, or any of its AffiliatesSeller under, or (iiiv) result in a default (the creation or give rise to imposition of any right of terminationEncumbrance under, cancellation any Seller Contract or acceleration) under any other instrument evidencing any of the terms, conditions Assets or provisions of any note, bond, mortgage, indenture, material agreement instrument or other instrument or obligation agreement to which Buyer or any of its Affiliates Seller is a party or by which Seller or any of their respective its assets may be boundis bound or affected, except for such defaults (or rights of terminationviolations, cancellation or acceleration) as to which requisite waivers or consents have been obtained or conflicts, breaches, defaults, terminations, suspensions, modifications, and accelerations which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining material adverse effect on the Buyer Required Regulatory ApprovalsAssets, constitute violations of any lawtaken as a whole, regulationthe System, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing withBusiness, or notice to, any Governmental Authority is necessary for BuyerSeller's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing ability to perform its obligations under this Agreement or Buyer's ability to conduct the Business after the Closing in substantially the same manner in which it is currently conducted by Seller. (c) The execution, delivery and performance of this Agreement by each of TCI and the Ancillary Agreements General Partner do not and will not violate or (ii) result in a Buyer Material Adverse Effectconflict with any provision of TCI's or the General Partner's respective Certificate of Incorporation or By-Laws or Certificate of Limited Partnership or partnership agreement, as the case may be.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and subject to obtaining Buyer's Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws articles of organization, as applicable, or by-laws (or other similar governing documents) of Buyer, Buyer or any of its Affiliates, or ; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Buyer, its Affiliates or any of its Affiliates their Subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Buyer, including any change or effect that is materially adverse to Buyer's ability to own, operate, or use the Purchased Assets as so owned, operated and used by the Sellers prior to the date hereof and any change or effect that is materially adverse to Buyer's ability to perform its obligations under this Agreement or any Additional Agreement ("Buyer Material Adverse Effect Effect"); or ----------------------------- (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Buyer's Required Regulatory Approvals"), no consent or approval of, filing ------------------------------------- with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Additional Agreements by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectAdditional Agreements.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a), and subject to obtaining or making all Buyer’s Required Regulatory Approvals and obtaining or making all Consents and Filings under the HSR Act, neither the execution, execution and delivery and performance by Buyer of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer to which it is or any of its Affiliates will be a party nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or Bylaws (bylaws or other similar governing documents) documents of Buyer, Buyer or any of its Affiliates, or ; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which Buyer, any such Affiliate or any of their respective properties and assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers or consents have been obtained or will be prior to the Closing obtained, or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulation, order, judgment Law or decree Order applicable to BuyerBuyer or any of its Affiliates, which violationsviolation, individually or in the aggregate, would result in have a Material Adverse Effect or a Buyer Material Adverse Effect. (b) Except as for Consents and Filings (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b) (the filings Consents and approvals Filings referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer “Buyer’s Required Regulatory Approvals"”), no consent Consent or approval of, filing with, or notice to, Filing with any Governmental Authority (or any regional transmission organization or independent system operator) is necessary for Buyer's the execution and delivery by Buyer of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer of the transactions contemplated hereby and therebyhereby, other than such consents, approvals, filings or notices, Consents and Filings which, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements have a Material Adverse Effect or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth Assuming that all consents, approvals, authorizations and other actions described in Schedule 5.3(a)this Section 2.4 have been obtained and all filings and obligations described in this Section 2.4 have been made, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the executiondoes not, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby compliance with the provisions hereof will (i) conflict with or not, result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyerviolation of, or any default (with or without notice or lapse of its Affiliatestime, or (iiboth) result in a default (under, or give rise to any others a right of termination, cancellation or acceleration) under acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Encumbrance upon any of the terms, conditions properties or provisions assets of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Parent or any of its Affiliates is a party Subsidiaries under, any provision of (i) the Parent Charter or by which the Parent Bylaws; (ii) the comparable charter or organizational documents of any of Parent’s Subsidiaries; (iii) any Parent Contract; or (iv) any Order or Law 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 (iii) or (iv), any such defaults (violations, defaults, rights or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which Encumbrances that would not, individually or in the aggregate, have a Buyer Parent Material Adverse Effect or materially impair the ability of Parent or Merger Sub to perform their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by Parent or Merger Sub. 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 Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Merger Sub or is necessary for the consummation by Parent or Merger Sub 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 (together with the rules and regulations promulgated thereunder, 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) the filing of the amendment and restatement of the Parent Charter as contemplated by the Framework Agreement with the Secretary of State of the State of Delaware and 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) subject such filings, authorizations, orders and approvals as may be required by applicable Takeover Laws (the “State Takeover Approvals”); (iv) applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”) and Nasdaq; (v) applicable requirements, if any, under foreign or supranational laws relating to obtaining antitrust and to competition clearances; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the Buyer Required Regulatory Approvals, constitute violations failure of any law, regulation, order, judgment which to be obtained or decree applicable to Buyer, which violationsmade would not, individually or in the aggregate, would result in have a Buyer Parent Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (Effect or materially impair the filings and approvals referred ability of Parent or Merger Sub to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent perform its obligations hereunder or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or prevent the consummation by Buyer of any of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)6.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the executionBuyer, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will hereby, do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Buyer’s Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, or acceleration) , under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which Buyer or any of its Affiliates or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which if not obtained or made would not, individually or in the aggregate, have a Buyer Material Adverse Effect prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Partnership Interests Purchase Agreement; (iiic) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to Buyer, which violationsany of its Affiliates, or any of their respective assets, except for violations that, individually or in the aggregate, would result in a not reasonably be expected to prevent, materially delay or impair the ability of Buyer Material Adverse Effect.to consummate the transactions contemplated by this Agreement or the Partnership Interests Purchase Agreement; 1- LA/903877.26 (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyEntity, other than (i) the Buyer Required Regulatory Approvals, or (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will not (i) would not, individually or in the aggregate, prevent Buyer from performing its obligations under or materially delay the consummation of the transactions contemplated by this Agreement and or the Ancillary Agreements Partnership Interests Purchase Agreement; and (e) as of the date of this Agreement, Buyer does not know of any facts or (ii) result circumstances relating to Buyer or any of its Subsidiaries that, in a Buyer’s reasonable judgment, would be reasonably likely to prevent or materially delay the receipt of the Buyer Material Adverse EffectRequired Regulatory Approvals.

Consents and Approvals; No Violation. (a) Except Except: (i) as set forth in on Schedule 5.3(a4.3(a); and (ii) for any other notices, filings, authorizations, consents or approvals as may be required under applicable Law (all of the foregoing, the “Company Required Governmental Approvals”), neither none of the Company or any of its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in connection with the execution, delivery and performance by Seller Parties of this Agreement by Buyer nor the execution, delivery and performance or any of the Ancillary Agreements by Buyer to which Seller Parties are a party or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation thereby, other than such notices, filings, authorizations, consents or Bylaws (approvals that, if not given, made or other similar governing documents) of Buyerobtained, or any of its Affiliates, or (ii) result in a default (or give rise would not reasonably be expected to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would nothave, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in on Schedule 5.3(b4.3(b) (and assuming the filings and approvals referred to in such Schedule Company Required Governmental Approvals are collectively referred to obtained or made, as the "Buyer Required Regulatory Approvals")case may be, no consent or approval ofthe execution, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution delivery and delivery performance by Sellers of this Agreement and the Ancillary Agreements or to which Seller Parties are a party, and the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not does not: (i) prevent Buyer from performing its obligations under this Agreement and violate or conflict with any provision of the Ancillary Agreements articles of incorporation or bylaws of the Company; (ii) violate any Law or Order to which the Company or any of its Subsidiaries is subject; (iii) conflict with, result in a Buyer breach of, constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify or cancel, any Material Contract to which the Company or any of its Subsidiaries is a party; or (iv) trigger any “change of control” or other similar provisions contained in any Material Contract to which the Company or any of its Subsidiaries is a party, except, in the case of clauses (ii), (iii) or (iv) above, for such violations, conflicts, breaches, defaults or rights of acceleration, termination, modification or cancellation as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)6.3, and other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by the Buyer nor the execution, delivery and performance of purchase by the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby Assets pursuant to this Agreement will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws Organization and LLC Operating Agreement (or other similar governing documents) of the Buyer, (ii) require any consent, approval, authorization or any of its Affiliatespermit of, or filing with or notification to, any governmental or regulatory authority, (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which the Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of terminationTermination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectobtained. (b) Except (i) as set forth in Schedule 5.3(b6.3 and (ii) for the filings by the Buyer and the Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule clauses (i) and (ii) are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and therebyhereby, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if in the aggregate, would not obtained or made, will not (i) prevent Buyer from performing its have a material adverse effect on any of the Buyer's material obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereunder.

Consents and Approvals; No Violation. (a) Except for (i) the filing with the SEC of the preliminary proxy statement and the Proxy Statement, (ii) the filing of the Certificate of Merger with the Secretary of State pursuant to the DGCL, and (iii) filings, permits, authorizations, consents and approvals as set forth may be required under, and other applicable requirements of (A) the Exchange Act and (B) the HSR Act and similar foreign statutes and regulations applicable to the Merger, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and Merger Sub 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, individually or in Schedule 5.3(athe aggregate, a Material Adverse Effect on Parent (a “Parent Material Adverse Effect”), neither . (b) Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the executionParent or Merger Sub, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer Parent or Merger Sub of the transactions contemplated hereby and thereby hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or result in any breach of violate any provision of the Articles certificate of Incorporation incorporation or Bylaws by-laws of Parent or any of the similar organizational documents of Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3(a) are obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or other similar governing documents) of Buyerinjunction applicable to Parent, Merger Sub, or any of its Affiliatestheir respective properties or assets, or (iiB) violate, conflict with, result in the loss of any material benefit under, 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, cancellation accelerate the performance required by, or acceleration) under result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material deed of trust, license, lease, agreement or other instrument or obligation to which Buyer Parent or any of its Affiliates Merger Sub is a party party, or by which they or any of their respective properties or assets may be boundbound or affected, except except, in the case of clause (ii) above, for such defaults (violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violationsLien creations which, individually or in the aggregate, would result in not reasonably be expected to have a Buyer Parent Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and ------------------------------------ delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Company nor the consummation by Buyer the Company of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles its Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or Bylaws; (ii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) 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 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 antitrust laws of any foreign country or, (F) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) 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 or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, bondlicense, mortgagelease, indenture, material agreement or other instrument or obligation to which Buyer the Company or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation cancellation, or accelerationacceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which would notwhich, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in not have a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (Effect on the filings and approvals referred Company or adversely affect the ability of the Company to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of consummate the transactions contemplated hereby and therebyhereby; (iv) cause the suspension or revocation of any authorizations, other than such consents, approvals or licenses currently in effect which would have a Material Adverse Effect on the Company; or (v) assuming the consents, approvals, authorizations or permits and filings or notices, which, if not notifications referred to in this Section 5.2(f) are duly and timely obtained or made, will violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or to any of their respective assets, except for violations which would not (i) prevent Buyer from performing its obligations under this Agreement and in the Ancillary Agreements or (ii) result in aggregate have a Buyer Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a7.3(a), and subject to obtaining any FE Required Regulatory Approvals, neither the execution, delivery and performance by such FE Subsidiary of this Agreement by Buyer nor the execution, delivery and performance by such FE Subsidiary of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby to which such FE Subsidiary is a signatory will (i) conflict with or result in any breach of any provision of the Articles of Incorporation Incorporation, Code of Regulations or Bylaws (or other similar governing documents) of Buyersuch FE Subsidiary, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates such FE Subsidiary is a party or by which such FE Subsidiary, or any of their respective assets its FE Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, have a Buyer create an FE Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyersuch FE Subsidiary, which violations, individually or in the aggregate, would result in a Buyer create an FE Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b7.3(b) (the filings and approvals referred to in such Schedule 7.3(b) are collectively referred to as the "Buyer FE Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements Agreement, or the consummation by Buyer such FE Subsidiary of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer such FE Subsidiary from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to such FE Subsidiary or its FE Assets as a result of the specific regulatory status of DLC (or any of its Affiliates) or any Winning Bidder to which such FE Subsidiary is directed to make any delivery hereunder or as a result of any other facts that specifically relate to the business or activities in a Buyer Material Adverse Effectwhich DLC (or any of its Affiliates) or any Winning Bidder to which such FE Subsidiary is directed to make any delivery hereunder is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)5.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the executionSeller, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will hereby, do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Seller’s Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, or acceleration) , under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer Seller or any of its Affiliates is a party or by which Seller or any of their respective assets its 1-LA/903877.26 Affiliates, the Business, or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which if not obtained or made would not, individually or in the aggregate, have a Buyer Material Adverse Effect prevent or materially delay the consummation of the transactions contemplated by this Agreement; (iiic) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to BuyerSeller, which violationsany of its 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 Buyer Material Adverse Effect.; (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyEntity, other than (i) the Seller Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will not (i) would not, individually or in the aggregate, prevent Buyer from performing its obligations under or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreement, or (iiiii) any requirements which become applicable to Seller 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 a which Buyer Material Adverse Effect(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. (a) Except as set forth in on Schedule 5.3(a3.3(a), subject to obtaining or making all Seller’s Required Regulatory Approvals and obtaining or making all Consents and Filings under the HSR Act, neither the execution, execution and delivery and performance by Seller of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer to which it is or any of its Affiliates will be a party nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation formation or Bylaws (or other similar governing documents) operating agreement of Buyer, or any of its Affiliates, or Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which any of their respective assets it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulation, order, judgment Law or decree Order applicable to Buyer, Seller which violationsviolation, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as for Consents and Filings (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b3.3(b) (the filings Consents and approvals Filings referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer “Seller’s Required Regulatory Approvals"”), no consent Consent or approval of, filing with, or notice to, Filing with any Governmental Authority (or any regional transmission organization or independent system operator) is necessary for Buyer's the execution and delivery by Seller of this Agreement and the Ancillary Additional Agreements to which it is or will be a party or the consummation by Buyer Seller of the transactions contemplated hereby and therebyhereby, other than (A) such consentsConsents and Filings that the failure to obtain or make would not, approvalsindividually or in the aggregate, filings have a Material Adverse Effect or notices, which, if not obtained or made, will would not (i) prevent Buyer from performing materially impair Seller’s ability to perform its material obligations under this Agreement Agreement; and (B) such Consents and Filings which become applicable to Seller as a result of the Ancillary Agreements status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (iior any of its Affiliates) result in a Buyer Material Adverse Effectis or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as Other than obtaining the consents of third parties set forth in on Schedule 5.3(a5.4 (the “Seller Non-Regulatory Approvals”), the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement and the Related Agreements by Buyer nor the executionSeller, delivery and performance the sale by the Seller of the Ancillary Related Assets or the Company Common Stock pursuant to this Agreement nor performance under this Agreement or the Related Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will will: (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Code of Regulations of the Seller; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or other similar governing documents) Persons (including without limitation consents from parties to loans, contracts, licenses, leases and other agreements to which Seller is a party), except for those requirements which become applicable to the Seller as a result of Buyer, the specific regulatory status of the Buyer (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer the Seller, the Company or any of its Affiliates the Company’s Subsidiaries is a party or by which the Seller or the Company may be bound or to which any of their respective assets the Related Assets may be boundsubject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would notin writing, individually or in the aggregate, have a Buyer Material Adverse Effect or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse EffectSeller. (b) Except for (i) any necessary approvals of the SEC pursuant to the Holding Company Act with respect to the sale of the Related Assets and the Company and the Transition Services Agreement, (ii) the filings by the Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, (iii) the approval of the Public Service Commission of West Virginia (the “Public Service Commission”), and (iv) the consent of the Federal Communications Commission to the assignment and transfer, as applicable, of the radio station licenses set forth in on Schedule 5.3(b5.21(b) hereto (the filings and approvals referred to in such Schedule clauses (i) through (iv) are collectively referred to as the "Buyer “Seller Required Regulatory Approvals"”), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority Entity is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer the Seller of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and by the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectRelated Agreements.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and of or the performance of this Agreement by Buyer nor under the execution, delivery and performance of Transaction Documents to which the Ancillary Agreements by Buyer or any of its Affiliates Seller Parties are a party nor the consummation by Buyer the Seller Parties of the transactions contemplated hereby and thereby Transaction will (i) conflict except as set forth on Schedule 4.3 hereto (the “Required Consents”), require any consent, license, approval, authorization, order or permit of, or registration or filing with or result declaration or notification to, any Person (including without limitation any Governmental Authority), except where the failure to obtain such consent, license, approval, authorization, order or permit would not result, individually or in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyeraggregate, or any of its Affiliates, or in a Material Adverse Effect on the Business; (ii) result in a default (violate any order, judgment, decree, injunction, statute, rule or give rise regulation of any court or any other Governmental Authority applicable to any right of terminationSeller Party, cancellation or acceleration) under any of the termsexcept, conditions or provisions of any notein each case, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or on the Business; (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations result in a breach or violation of any lawprovision of any Seller Party’s articles of incorporation, regulationby-laws, articles of association or similar organizational documents; (iv) violate or result in a breach of or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any party to terminate or amend its obligations under, any mortgage, deed of trust, conveyance to secure debt, note, loan, indenture, Lien, lease, agreement, instrument, order, judgment judgment, decree or decree applicable other arrangement or commitment to Buyerwhich any Seller Party is a party or by which it is bound that might have any effect on the consummation of the Transaction, which violationstitle to the Purchased Assets or the conduct of the Business, except, in each case, such as would not, individually or in the aggregate, would have a Material Adverse Effect on the Business; (v) conflict with, violate or result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")any breach, no consent suspension, revocation or approval of, filing with, or notice to, modification of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and Permit that relates to the Ancillary Agreements Business or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements Purchased Assets; or (iivi) result in a Buyer Material Adverse Effectthe imposition or creation of any Lien (other than Permitted Liens) upon or relating to the Business or the Purchased Assets.

Consents and Approvals; No Violation. (a) Except as set forth disclosed in Schedule 5.3(a)Section 3.8 of the Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the REIT Act, the MGCL, and the "takeover" or blue sky laws of various states, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Company nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation Declaration or Bylaws (of the Company or other similar the governing documents) entity documents of Buyer, or any of its Affiliatessubsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material note, bondlicense, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates the Company is a party or by which the Company or any of their respective its assets or subsidiaries may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or obtained; (iv) result in the aggregate, have a Buyer Material Adverse Effect creation or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations imposition of any lawmortgage, regulationlien, orderpledge, judgment charge, security interest or decree applicable to Buyerencumbrance of any kind on any asset of the Company or any of its subsidiaries which, which violations, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (Effect or have a material adverse effect on the filings and approvals referred ability of the Company to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of consummate the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements hereby; or (iiv) result violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its subsidiaries or by which any of their respective assets are bound, except for violations which would not in the aggregate have a Buyer Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)Subject to obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of or the Ancillary Agreements by Buyer or any of its Affiliates Seller nor the consummation by Buyer of the transactions contemplated hereby and or thereby or the sale by Seller of the Auctioned Assets pursuant to this Agreement will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) By-laws of BuyerSeller, or any of its Affiliates, or (ii) except as set forth on Schedule 5.3(a), result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement license, agreement, lease or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which Seller, or any of their respective assets the Auctioned Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect, or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to BuyerSeller, or the Auctioned Assets, except for such violations which violationswould not, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as for (i) the filings by Seller and Buyer 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 in on Schedule 5.3(b) attached hereto (the filings and approvals referred to in such Schedule are collectively referred to as collectively, the "Buyer Seller Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer Seller of the transactions contemplated hereby and therebyor by the Ancillary Agreements, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals (A) which, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and individually or in the Ancillary Agreements aggregate, create a Material Adverse Effect or (iiB) result in a Buyer Material Adverse Effectwhich relate to the Transferable Permits.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a6.3(a), and subject to obtaining any DLC Required Regulatory Approvals, neither the execution, delivery and performance of this Agreement by Buyer DLC nor the execution, delivery and performance by DLC of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby to which it is a party will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of BuyerDLC, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates DLC is a party or by which it, or any of their respective assets the DLC Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, have create a Buyer DLC Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to BuyerDLC, which violations, individually or in the aggregate, would result in create a Buyer DLC Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b6.3(b) (the filings and approvals referred to in such Schedule 6.3(b) are collectively referred to as the "Buyer DLC Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by DLC, or the consummation by Buyer DLC of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer DLC from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to DLC or the DLC Assets as a result of the specific regulatory status of the FE Subsidiaries (or any of their Affiliates) or as a result of any other facts that specifically relate to the business or activities in a Buyer Material Adverse Effectwhich the FE Subsidiaries (or any of their Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act (including the filing of the Company Schedule 5.3(a13E-3, Schedule 14D-9, and the filing of one or more amendments to the Company Schedule 13E-3 and Schedule 14D-9 to respond to comments of the SEC, if any, on such documents), (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing of the Certificate of Merger, (iv) compliance with any applicable foreign or state securities or “blue sky” laws, and (v) such other filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain has not had and would not reasonably be expected to have a Company Material Adverse Effect, neither the execution, delivery and or performance of this Agreement by Buyer the Company nor the consummation by the Company of the Contemplated Transactions will require on the part of any Acquired Company any filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity. (b) Assuming the consents, approvals, qualifications, orders, authorizations and filings referred to in Section 4.5(a) have been made or obtained and subject to the terms and conditions of this Agreement, neither the execution, delivery and or performance of this Agreement by the Ancillary Agreements by Buyer or any of its Affiliates Company nor the consummation by Buyer the Company of the transactions contemplated hereby and thereby Contemplated Transactions will (i) conflict with or result in any breach of violate any provision of the Articles of Incorporation or Bylaws Organizational Documents (or other similar governing equivalent organizational documents) of Buyer, or any of its Affiliatesthe Acquired Companies, or (ii) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the respective properties or assets of any of the Acquired Companies under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contract to which Buyer or any of its Affiliates Acquired Company is a party or by which any of them or any of their respective properties or assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment or decree Law applicable to Buyerthe Company, which any of its Subsidiaries or any of their properties or assets, except, in each case of clauses (ii) or (iii), for such violations, individually breaches, defaults, terminations, cancellations or in the aggregate, accelerations that has not had and would result in not reasonably be expected to have a Buyer Company Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set ------------------------------------ forth in Schedule 5.3(a4.3(a), and subject to obtaining Sellers' Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates Sellers nor the consummation by Buyer Sellers of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which it, or any of their respective assets the Purchased Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which which, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyerany Seller, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Sellers' Required Regulatory Approvals"), no consent or approval of, filing -------------------------------------- with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Additional Agreements by Sellers or the consummation by Buyer Sellers of the transactions contemplated hereby and or thereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer Sellers from performing its material obligations under this Agreement and the Ancillary Additional Agreements or and (ii) such consents, approvals, filings or notices which become applicable to Sellers or the Purchased Assets as a result of the specific regulatory status of the Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in a which the Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as Other than obtaining the consents of third parties set forth in on Schedule 5.3(a) (the “Seller Third-Party Consents”), the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement and the Related Agreements by Buyer nor Seller, the execution, delivery and performance sale by Seller of the Ancillary Agreements Acquired Assets pursuant to this Agreement, the assignment by Buyer or any of its Affiliates nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will Assumed Obligations pursuant to this Agreement, nor Seller’s performance under this Agreement or the Related Agreements will: (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws of Seller; (ii) require Seller or other similar governing documentsany of its Affiliates to obtain any consent, approval, authorization or permit of, or require Seller or any of its Affiliates to make any filing with or provide any notice to, any Governmental Entity, except (x) where Seller’s failure to obtain such consent, approval, authorization or Permit, or to make such filing or notification, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (y) for those requirements that become applicable to Seller as a result of Buyer, the specific regulatory status of Buyer (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which Buyer (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in any Encumbrance (other than a Permitted Encumbrance) on the Acquired Assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contract to which Buyer or any of its Affiliates Seller is a party or by which Seller or any of their respective assets the Acquired Assets, may be bound, except for such defaults (or rights of termination, cancellation or accelerationacceleration or resulting Encumbrance (other than a Permitted Encumbrance)) as to which requisite waivers or consents have been obtained or which will have been obtained prior to Closing or that would notnot reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to BuyerSeller or any of the Acquired Assets, which violationsviolation, individually or in the aggregate, would result in reasonably be expected to have a Buyer Material Adverse Effect. (b) Except as set forth for the consents and approvals listed in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer “Seller Required Regulatory Approvals"”), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority Entity is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer Seller (or its Affiliates) of the transactions contemplated hereby and therebyor by the Related Agreements, other than such consentsdeclarations, approvalsfilings, filings registrations or notices, whichnotices that, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and reasonably be expected to have, individually or in the Ancillary Agreements or (ii) result in aggregate, a Buyer Material Adverse EffectEffect and as noted in Section 7.3(i).

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance by Parent or Newco of this Agreement or any instrument required hereby to be delivered by Buyer Parent and Newco at the Closing, nor the executionperformance by Parent and Newco of their respective obligations hereunder or thereunder, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer Parent and Newco of the transactions contemplated hereby and thereby will hereby, will: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documentsCertificate of Incorporation, as the case may be) or Bylaws, respectively, of BuyerParent or Newco; (b) require Parent or Newco to obtain or make any consent, approval, authorization, permit or filing with or notification to, any governmental authority, except (i) pursuant to the applicable requirements of its Affiliatesthe Securities Act or the Exchange Act, (ii) the filing of the Articles of Merger pursuant to the MBCA, (iii) as may be required by any applicable state securities or “blue sky” Laws, or (iiiv) 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 Parent Material Adverse Effect or adversely affect or materially delay the consummation of the transactions contemplated hereby; (c) 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 or accelerationacceleration or Lien) under any of the terms, conditions or provisions of any note, bondlicense, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Parent or any of its Affiliates Subsidiaries is a party or by which any of their respective assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or accelerationacceleration or Lien) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violationswhich, individually or in the aggregate, would result in not reasonably be expected to have a Buyer Parent Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent Effect or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or adversely affect the consummation by Buyer of the transactions contemplated hereby and thereby, other than such hereby; or (d) assuming that the consents, approvals, authorizations or permits and filings or notices, which, if not notifications referred to in this Section 5.3 are duly and timely obtained or made, will not (i) prevent Buyer from performing violate in any material respect any applicable Law to Parent or any of its obligations under this Agreement and the Ancillary Agreements Subsidiaries or (ii) result in a Buyer Material Adverse Effectto any of their respective assets.

Consents and Approvals; No Violation. (a) Except as Subject to the receipt of the third-party consents set forth in Schedule 5.3(a), the Seller's Required Regulatory Approvals and the Buyer's Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement or any Ancillary Agreements by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation Formation or Bylaws limited liability company operating agreement (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would do not, individually or in the aggregate, have create a material adverse effect on the ability of Buyer to perform its obligations hereunder (a "Buyer Material Adverse Effect Effect"), or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree Law applicable to Buyer, which violationsexcept for such violations as do not, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule schedule are collectively referred to as the "Buyer Buyer's Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the or any Ancillary Agreements Agreement or the consummation by Buyer of the transactions contemplated hereby and or thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a4.3(a), subject to obtaining or making all Seller's Required Regulatory Approvals, neither the execution, execution and delivery and performance by Seller of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Buyer, or any of its Affiliates, or Seller; (ii) result in a default (or give rise to any right of termination, cancellation or accelerationacceleration or result in the imposition of a lien on any of its assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which it, or any of their respective assets the Purchased Assets, may be bound, except for such defaults (or rights of termination, cancellation cancellation, acceleration or accelerationresulting liens) as to which requisite consents, approvals or waivers or consents have been obtained or will prior to the Closing be obtained, or which would not, are not reasonably expected to individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulationLaw, order, judgment or decree applicable to BuyerSeller or any of the Purchased Assets, which violationsviolation, individually or in the aggregate, would is not reasonably expected to result in a Buyer Material Adverse Effect. (b) Except as for consents, approvals, filings and notices (including those consents, approvals, filings and notices required in connection with the transfers by Seller to Buyer of Transferable Permits) set forth in on Schedule 5.3(b4.3(b) (the consents, approvals, filings and approvals notices referred to in such Schedule this paragraph are collectively referred to herein as the "Buyer Seller's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery by Seller of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer Seller of the transactions contemplated hereby and or thereby, other than (i) such consents, approvals, filings or notices, and notices which, if not obtained or made, will do not (i) prevent Buyer from performing materially impair Seller's ability to perform its material obligations under this Agreement and the Ancillary Agreements or such Additional Agreements; (ii) such consents, approvals, filings and notices which become applicable to Seller or the Purchased Assets as a result of the status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged; and (iii) such consents, approvals, filings and notices, the failure of which to obtain or make are not, individually or in the aggregate, reasonably expected to have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as Other than obtaining the consent set forth in on Schedule 5.3(a)6.2, the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Related Agreements by Buyer or any of its Affiliates nor Buyer, the consummation purchase by Buyer of the transactions contemplated hereby and thereby will Acquired Assets or the assumption by Buyer of the Assumed Obligations pursuant to this Agreement nor the performance by Buyer under this Agreement or the Related Agreements will, except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect: (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, (ii) require Buyer or its Affiliates to obtain any consent, approval, authorization or permit of, or require Buyer or its Affiliates to make any filing with or provide any notice to, any Governmental Entity except (x) where Buyer’s 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 Buyer Material Adverse Effect, or (y) for those requirements that become applicable to Buyer as a result of the specific regulatory status of Seller (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which Seller (iior any of its Affiliates) is or propose to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contract to which Buyer or any of its Affiliates Buyer’s Subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which will have been obtained prior to Closing or that would notnot reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to Buyer, or any of its assets, which violationsviolation, individually or in the aggregate, aggregate would result in reasonably be expected to have a Buyer Material Adverse Effect. (b) Except as set forth for the consents and approvals listed in Schedule 5.3(b6.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "“Buyer Required Regulatory Approvals"”), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority Entity is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer (or any of its Affiliates) of the transactions contemplated hereby and therebyor by the Related Agreements, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, whichauthorizations, consents or approvals that, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and reasonably be expected to have, individually or in the Ancillary Agreements or (ii) result in aggregate a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither the execution, The execution and delivery and performance of this Agreement by Buyer nor the execution, delivery Equity One and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will not (i) conflict with or result in any breach of any provision of the Articles of Incorporation charter or Bylaws bylaws (or other similar governing documents) of Buyer, Equity One or any of its Affiliatessubsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (iiD) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bondlicense, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Equity One or any of its Affiliates subsidiaries is a party or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or not in the aggregate, aggregate have a Buyer Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iiiiv) subject to obtaining result in the Buyer Required Regulatory Approvals, constitute violations creation or imposition of any lawmortgage, regulationlien, orderpledge, judgment charge, security interest or decree applicable to Buyer, which violationsencumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (material adverse effect on the filings and approvals referred ability of Equity One to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of consummate the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements hereby; or (iiv) result violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Buyer Material Adverse EffectEffect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), and subject to obtaining Sellers' Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates such Seller nor the consummation by Buyer such Seller of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyersuch Seller, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates such Seller is a party or by which it, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which which, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyersuch Seller, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Sellers' Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by such Seller, or the consummation by Buyer such Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer such Seller from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to such Seller or the Purchased Assets 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 the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and other than obtaining Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer Seller nor the execution, delivery and performance by Seller of its obligations under this Agreement or the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of Seller, (ii) require any consent, approval, authorization or other similar governing documentspermit of, or filing with or notification to, any governmental or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or would not prohibit or restrain the execution, delivery or performance of Buyerthis Agreement or the Ancillary Agreements, or the consummation of the transactions contemplated hereby or thereby in any material respect or (y) for those requirements which become applicable to Seller as a result of the specific regulatory status of the Buyer (or any of its Affiliates, affiliates) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (iior any of its affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer Seller, or any of its Affiliates subsidiaries, is a party or by which Seller or any of their respective assets its subsidiaries, or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not have a Material Adverse Effect; or (iv) violate any order, writ, injunction, judgment, law, decree, statute, rule or regulation applicable to Seller, or any of its assets, which would notviolation would, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) and except for (i) any required approvals under the Federal Power Act, (ii) (A) notice by Seller to, and an order by, the NYPSC approving the transactions contemplated by this Agreement or the Ancillary Agreements, (B) notice by Seller to, and an order by, the NJBPU approving the transactions contemplated by this Agreement or the Ancillary Agreements and (C) notice by Seller to, and an order by, the PAPUC approving the transactions contemplated by this Agreement or the Ancillary Agreements, (iii) the approval, if required, of the SEC pursuant to the Holding Company Act, and (iv) the filings by Seller and the Buyer required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule clauses (i) through (iv) are collectively referred to as the "Buyer Seller Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer Seller of the transactions contemplated hereby and therebyor by the Ancillary Agreements, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, in the Ancillary Agreements or (ii) result in aggregate, have a Buyer Material Adverse EffectEffect and other than Permits and Environmental Permits.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), and subject to obtaining any DLC Required Regulatory Approvals, neither the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of BuyerSeller, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which it, or any of their respective assets the Purchased DLC Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, 53 55 order, judgment or decree applicable to BuyerSeller, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer DLC Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by Seller or the consummation by Buyer Seller of the transactions contemplated hereby and thereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer Seller from performing its material obligations under this Agreement and the Ancillary Agreements or and (ii) such consents, approvals, filings or notices which become applicable to Seller or the Purchased DLC Assets as a result of the specific regulatory status of the Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in a which the Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Transaction Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or Bylaws by-laws (or other similar governing documents) of Buyer, or any of its Affiliates, or ; (ii) except as set forth in Schedule 5.3(a)(ii), result in a default under (or give rise to any right of termination, cancellation or acceleration) acceleration with respect thereto), or to avoid any such effect will require Buyer or any Affiliate thereof to obtain a consent, novation or waiver of, under or with respect thereto (each, a “Buyer’s Required Third Party Consent”), any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material contract, agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a materially impair or delay the ability of Buyer to perform its obligations under this Agreement and the Transaction Agreements (“Buyer Material Adverse Effect Effect”); or (iii) subject to obtaining the Buyer Buyer’s Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer “Buyer’s Required Regulatory Approvals"”), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Transaction Agreements by Buyer or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will are not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in reasonably likely to have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Company nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) violate or conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or the respective certificates of incorporation or bylaws or other similar governing documents) documents of Buyer, the Company or any of its AffiliatesSubsidiaries, or (ii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) below have been obtained and are effective, any applicable waiting periods have expired and all filings described in such clauses have been made, conflict with or violate any Laws or injunctions, (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 cancellation, modification or accelerationacceleration (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, indenturelease, material agreement license, agreement, contract, indenture or other instrument or obligation to which Buyer the Company or any of its Affiliates Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such defaults or (iv) result (or, with the giving of notice, the passage of time or rights otherwise, would result) in the creation or imposition of terminationany Lien on any asset of the Company or any of its Subsidiaries (other than Liens contemplated in connection with the Financing Commitments and Permitted Liens), cancellation or accelerationexcept, in case of clauses (i) (as to which requisite waivers or consents Subsidiaries only), (ii), (iii) and (iv), as have been obtained or which not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Buyer (A) Material Adverse Effect Effect, or (B) material adverse effect on the ability of the Company to consummate the Merger without material delay. (b) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger by the Company 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) the pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or applicable foreign antitrust, competition or similar Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the New York Stock Exchange and such other U.S. exchanges upon which the Shares are listed, (iii) subject to obtaining the Buyer Required Regulatory filing of the Certificate of Merger with the Delaware Secretary, (iv) all applicable Gaming Approvals, constitute violations (v) compliance with any applicable foreign or state securities or blue sky Laws, (vi) any filing under the Investment Canada Act, R.S.C. 1985, c. 28 (1st Suppl.), as amended (the “Investment Canada Act”), or similar applicable Law of any lawjurisdiction and (vii) any such consent, regulationapproval, orderauthorization, judgment permit, filing, or decree applicable notification the failure of which to Buyer, which violationsmake or obtain would not reasonably be expected to have, individually or in the aggregate, would result in a Buyer (A) Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and (B) material adverse effect on the Ancillary Agreements or the consummation by Buyer ability of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing Company to timely perform its obligations under this Agreement and to consummate the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectMerger without material delay.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)The execution and delivery of this Agreement by the Company does not, neither and the executionperformance by the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company will not, delivery require the Company or any of its Subsidiaries to make or obtain any Consent to or from any Governmental Authority, except for (i) compliance with (A) the applicable requirements of the HSR Act and (B) the Securities Act and the Exchange Act or under any state securities or “blue sky” laws, (ii) the filing of the Certificate of Merger with the Secretary of State, and (iii) Consents that may be required solely by reason of Parent’s or Merger Sub’s performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (iiv) conflict with or result in any breach those Consents, the failure of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise which to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which made would notnot reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (iiib) subject to obtaining The execution and delivery of this Agreement by the Buyer Required Regulatory ApprovalsCompany does not, constitute violations and the performance by the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company will not, (i) conflict with or violate (A) the certificate of incorporation or by-laws of the Company, (B) the certificate of incorporation or by-laws or other comparable organizational documents of any lawSubsidiary of the Company, regulationor (C) assuming compliance with the matters referred to in Section 3.06(a), order, judgment any Law or decree Order applicable to Buyerthe Company or any of its Subsidiaries as of the date hereof, or (ii) with or without notice, lapse of time or both, result in any breach or violation of, give rise to a termination (or right of termination) of or constitute a default under, create or accelerate any obligations under or create a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is a party, except (x) in each case, as set forth on Schedule 3.06(b) and, (y) in the case of clauses (i)(B), (i)(C) and (ii), for such conflicts, violations, breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent Effect or approval of, filing with, prevent or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or materially delay the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under by this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectAgreement.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and other than obtaining Buyer's Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer or Parent nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation purchase by Buyer of the transactions contemplated hereby and thereby Purchased Interests pursuant to this Agreement will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation Formation or Bylaws operating agreement (or other similar governing documents) of BuyerBuyer and Parent, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any of its AffiliatesGovernmental Authority, or (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which Buyer or any of its Affiliates Parent is a party or by which any of their respective its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer Material Adverse Effect or Parent to perform its obligations hereunder ("BUYER MATERIAL ADVERSE EFFECT") or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. Buyer has no Knowledge of any facts or circumstances that make it reasonably likely that Buyer's Required Regulatory Approvals will not be obtained. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory ApprovalsBUYER'S REQUIRED REGULATORY APPROVALS"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth To Seller’s Knowledge, no Governmental Authorization is required in Schedule 5.3(a), neither connection with (i) the execution, execution or delivery and performance by the Seller of this Agreement by Buyer nor or the executionSeller Documents, delivery and (ii) the performance of the Ancillary Agreements by Buyer Seller’s obligations under this Agreement or any of its Affiliates nor the Seller Documents or (iii) the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effecthereby. (b) Except as set forth disclosed in Schedule 5.3(b) (Section 3.3 of the filings and approvals referred to in such Schedule are collectively referred to as Disclosure Schedule, neither the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements Seller Documents by the Seller nor the performance of the Seller’s obligations hereunder or thereunder nor the consummation by Buyer of the transactions contemplated hereby and therebywill, other than such consents, approvals, filings directly or notices, which, if not obtained indirectly (with or made, will not without notice or lapse of time): (i) prevent Buyer from performing its obligations under this Agreement and contravene, conflict with or result in any violation of any provision of the Ancillary Agreements articles of incorporation or bylaws of the Seller, any resolution adopted by the board of directors or shareholders of the Seller or any agreement among shareholders of the Seller; (ii) contravene, conflict with or result in a Buyer breach of any of the terms or provisions of, or give any Person a right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Seller Contract in a manner which causes a Material Adverse Effect; (iii) result in the creation of any Lien upon any of the Purchased Assets; (iv) contravene, conflict with, violate, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated hereby or exercise any remedy (including revocation, withdrawal, suspension or modification of any Governmental Authorization) or obtain any relief under, any Legal Requirement applicable to the Seller; (v) cause the Buyer to become subject to, or to become liable for the payment of, any Tax; (vi) contravene, conflict with or violate the terms or requirements of, or result in any loss, or right of revocation, withdrawal, suspension, termination or modification of, any Purchased Governmental Authorization or Purchased Trade Certification; or (vii) otherwise require the Seller to give any notice to, or obtain any consent from, any Person.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and subject to the receipt of the Buyer's Required Regulatory Approvals, neither the execution, execution and delivery and performance by the Buyer of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by to which the Buyer or any of its Affiliates is a party nor the consummation by Buyer of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws Formation and Operating Agreement (or other similar governing documents) of the Buyer, (ii) require any consent, approval, authorization or any of its Affiliatespermit of, or filing with or notification to, any Governmental Authority, (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which the Buyer or any of its Affiliates is a party or by which any of their respective its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect Effect, or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment or decree applicable to the Buyer, which violations, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals approvals, including all relevant decisions and orders, referred to in such Schedule are collectively referred to as the "Buyer Buyer's Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)Other than obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates the Seller nor the consummation sale by Buyer the Seller of the transactions contemplated hereby and thereby Purchased Assets pursuant to this Agreement or performance under the Ancillary Agreements will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws of the Seller, (ii) require any consent, approval, authorization or other similar governing documentspermit of, or filing with or notification to, any governmental or regulatory authority, except (x) 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, create a Material Adverse Effect or (y) for those requirements which become applicable to the Seller as a result of Buyer, the specific regulatory status of the Buyer (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer or any of its Affiliates the Seller is a party or by which the Seller, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to Buyerthe Seller, or any of its assets, which violationsviolation, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(bfor (i) any required approvals under the Federal Power Act, (ii) any required approvals from the PSC, (iii) the approval, if required, of the SEC pursuant to the Holding Company Act and (iv) the filings by the Seller and the Buyer required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule clauses (i) through (iv) are collectively referred to as the "Buyer Seller Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer the Seller of the transactions contemplated hereby and therebyor by the Ancillary Agreements, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, individually or in the Ancillary Agreements or (ii) result in aggregate, create a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as Subject to the receipt of the third-party consents set forth in on Section 4.3(a) of the Buyer Disclosure Schedule 5.3(a)and the Buyer’s Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements Agreements, as applicable, by each of Buyer or any of its Affiliates and Buyer’s Parent nor the consummation by Buyer of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) Formation and Operating Agreement of Buyer, (ii) require any consent, approval, authorization or any of its Affiliatespermit of, or filing with or notification to, any Governmental Authority, (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would notnot have a material adverse effect on the ability of Buyer to perform its obligations hereunder (a “Buyer Material Adverse Effect”), individually or in the aggregate(iv) violate any Laws applicable to Buyer, which violations would have a Buyer Material Adverse Effect Effect. Buyer has no Knowledge of any facts or (iii) subject to obtaining the Buyer circumstances that make it reasonably likely that Buyer’s Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse EffectApprovals will not be obtained. (b) Except as for the Buyer’s Required Regulatory Approvals set forth in Schedule 5.3(bon Section 4.3(b) (of the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")Disclosure Schedule, no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)6.3, and other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by the Buyer nor the execution, delivery and performance of purchase by the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby Assets pursuant to this Agreement will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws Organization and LLC Operating Agreement (or other similar governing documents) of the Buyer, (ii) require any consent, approval, authorization or any of its Affiliatespermit of, or filing with or notification to, any governmental or regulatory authority, (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which the Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of terminationTermination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectobtained. (b) Except (i) as set forth in Schedule 5.3(b6.3, and (ii) for the filings by the Buyer and the Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule clauses (i) and (ii) are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and therebyhereby, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if in the aggregate, would not obtained or made, will not (i) prevent Buyer from performing its have a material adverse effect on any of the Buyer's material obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereunder.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)Part 4.1.5(a) of the Target Disclosure Schedule, neither the execution, execution and delivery and performance of this Agreement by Buyer nor Target or the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Significant Target Shareholders nor the consummation or performance by Buyer Target or the Target Shareholders of any of the transactions contemplated hereby and thereby will Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) conflict with be, give rise to, or result in any breach Violation of any provision of the Articles Organizational Documents of Incorporation Target; (ii) be, give rise to, or Bylaws (result in any Violation of, or give any Governmental Body or other similar governing documents) Person the right to challenge any of Buyerthe Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement applicable to Target or any Order to which Target, any Target Shareholder or any of its Affiliatesthe assets owned or used by Target, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or subject; or (iii) subject to obtaining or making the Buyer Required Regulatory ApprovalsConsents and filings referred to in paragraph (b) below, constitute violations be, give rise to, or result in any Violation of, or require the consent of any law, regulation, order, judgment or decree applicable other Person that is a party to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectany Applicable Contract. (b) Except as set forth in Schedule 5.3(bPart 4.1.5(b) (of the filings and approvals referred Target Disclosure Schedule, neither Target nor any Target Shareholder will be required to give any notice to or obtain any Consent from any Person in such Schedule are collectively referred to as connection with the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer or performance of any of the transactions contemplated hereby and therebyContemplated Transactions, other than such consents, approvals, filings or notices, which, if not obtained or made, will not except for: (i) prevent Buyer from performing its obligations under this Agreement the filing of the Certificate of Merger with the Secretary of State for the State of Delaware and the Ancillary Agreements or Recorder of Deeds of the County in Delaware in which the registered office in which the Surviving Corporation is located; and (ii) result the filing of appropriate documents with the relevant Governmental Bodies of other states in which Target is qualified to do business. (c) Except as set forth in Part 4.1.5(c) of the Target Disclosure Schedule, each Target Shareholder entitled to receive Merger Securities pursuant to this Agreement will acquire such Merger Securities for their own account and not with a Buyer Material Adverse Effectview to their distribution within the meaning of Section 2(11) of the Securities Act. Each Significant Target Shareholder understands that the Merger Securities have not been registered under the Securities Act for purposes of the Contemplated Transactions. Absent an applicable exemption, no Target Shareholder will make any distribution of any of the Merger Securities without such registration and registration or qualification under any state securities laws which may be applicable. Except as set forth in Part 4.1.5(c) of the Target Disclosure Schedule, each Target Shareholder is an Accredited Investor.

Consents and Approvals; No Violation. (a) Except as for such notices or approvals set forth in on Schedule 5.3(a), and other than obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer the Seller nor the execution, delivery and performance sale by the Seller of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby Purchased Assets pursuant to this Agreement will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyerthe Seller, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or (y) for those requirements which become applicable to the Seller as a result of the specific regulatory status of the Buyer (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer or any of its Affiliates the Seller is a party or by which the Seller, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would notwhich, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in not have a Buyer Material Adverse Effect; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, or any of its assets, which violation would have a Material Adverse Effect. (b) Except as for such notices or approvals set forth in on Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory ApprovalsSELLER REQUIRED REGULATORY APPROVALS"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer the Seller of the transactions contemplated hereby and therebyhereby, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, in the Ancillary Agreements or (ii) result in aggregate, have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and other than obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer the Seller nor the execution, delivery and performance by the Seller of its obligations under this Agreement or the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws By-Laws of the Seller, (ii) require any consent, approval, authorization or other similar governing documentspermit of, or filing with or notification to, any governmental or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or would not prohibit or restrain the execution, delivery or performance of Buyerthis Agreement or the Ancillary Agreements, or the consummation of the transactions contemplated hereby or thereby in any material respect or (y) for those requirements which become applicable to the Seller as a result of the specific regulatory status of the Buyer (or any of its Affiliates, affiliates) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (iior any of its affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer the Seller, or any of its Affiliates subsidiaries, is a party or by which the Seller, or any of their respective assets its subsidiaries, or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not have a Material Adverse Effect; or (iv) violate any order, writ, injunction, judgment, law, decree, statute, rule or regulation applicable to the Seller, or any of its assets, which would notviolation would, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) and except for (i) any required approvals under the Federal Power Act, (ii) (A) notice by the Seller to, and an order by, the NYPSC approving the transactions contemplated by this Agreement or the Ancillary Agreements, (B) notice by the Seller to, and an order by, the NJBPU approving the transactions contemplated by this Agreement or the Ancillary Agreements and (C) notice by the Seller to, and an order by, the PAPUC approving the transactions contemplated by this Agreement or the Ancillary Agreements, (iii) the approval, if required, of the SEC pursuant to the Holding Company Act, and (iv) the filings by the Seller and the Buyer required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule clauses (i) through (iv) are collectively referred to as the "Buyer Seller Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer the Seller of the transactions contemplated hereby and therebyor by the Ancillary Agreements, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, in the Ancillary Agreements or (ii) result in aggregate, have a Buyer Material Adverse EffectEffect and other than Permits and Environmental Permits.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a4.3(a), subject to obtaining or making all Transferor Required Regulatory Approvals, neither the execution, execution and delivery and performance by Transferor of this Agreement by Buyer nor or the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer Transferor of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Buyer, or any of its Affiliates, or Transferor; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Transferor is a party or by which it, or any of their respective assets the Transferred Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers have been, or consents have been obtained will be prior to the Closing obtained, or which would not, individually or in the aggregate, have a Buyer Transferor Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulationLaw, order, judgment or decree applicable to BuyerTransferor, which violations, individually or in the aggregate, would result in have a Buyer Transferor Material Adverse Effect.. 29 (b) Except as for consents, approvals, filings and notices set forth in on Schedule 5.3(b4.3(b) (the such consents, approvals, filings and approvals referred to in such Schedule notices are collectively referred to herein as the "Buyer Transferor Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery by Transferor of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer Transferor of the transactions contemplated hereby and or thereby, other than (i) such consents, approvals, filings or notices, and notices which, if not obtained or made, will would not (i) prevent Buyer from performing materially impair Transferor's ability to perform its material obligations under this Agreement and the Ancillary Agreements or such Additional Agreements; (ii) such consents, approvals, filings and notices which become applicable to Transferor or the Transferred Assets as a result of the status of Transferee or as a result of any other facts that specifically relate to the business or activities in which Transferee is or proposes to be engaged; and (iii) such consents, approvals, filings and notices, the failure of which to obtain or make would not, individually or in the aggregate, have a Buyer Transferor Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a), and subject to obtaining or making all Buyer’s Required Regulatory Approvals and obtaining or making all Consents and Filings under the HSR Act, neither the execution, execution and delivery and performance by Buyer of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation or Bylaws (or other similar governing documents) formation and limited liability company agreement of Buyer, Buyer or any of its Affiliates, or Subsidiaries; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Subsidiaries is a party or by which Buyer, any such Subsidiary or any of their respective assets Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers or consents have been obtained or will be prior to the Closing obtained, or which would not, individually or in the aggregate, have materially impair Buyer’s ability to consummate the transactions contemplated hereby, or to perform its material obligations hereunder or under any Additional Agreement (a “Buyer Material Adverse Effect Effect”); or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulation, order, judgment or decree Law applicable to BuyerBuyer or any of its Subsidiaries, which violationsviolation, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as for Consents and Filings (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b) (the filings Consents and approvals Filings referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer “Buyer’s Required Regulatory Approvals"”), no consent Consent or approval of, filing with, or notice to, Filing with any Governmental Authority is necessary for Buyer's the execution and delivery by Buyer of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer of the transactions contemplated hereby and therebyhereby, other than such consents, approvals, filings or notices, Consents and Filings which, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)5.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the executionSeller, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will hereby, do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Seller’s Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a material default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, or acceleration) , under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer Seller or any of its Affiliates is a party or by which Seller or any of their respective assets its Affiliates or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Effective Time be, obtained or which if not obtained or made would not, individually or in the aggregate, have a Buyer Material Adverse Effect prevent or materially delay the consummation of the transactions contemplated by this Agreement; (iiic) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to BuyerSeller, which violationsany of its Affiliates, individually or in any of the aggregate, would result in a Buyer Material Adverse Effect.Purchased Assets; (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyEntity, other than (i) the Seller Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will not (i) would not, individually or in the aggregate, prevent Buyer from performing its obligations under or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreement, or (iiiii) any requirements which become applicable to Seller 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 a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach or violation of any provision of the Articles of Incorporation or Bylaws operating agreement (or other similar governing documents) of Buyer, or any of its Affiliates, Buyer or (ii) assuming receipt of the consents set forth on Schedule 5.3(a) (the “Material Buyer Consents”) and Buyer’s Required Regulatory Approvals, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority prior to the Closing, or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which do not have, and would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement (“Buyer Material Adverse Effect Effect”), or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in on Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer “Buyer’s Required Regulatory Approvals"”), no consent or approval of, filing with, or notice to, any Governmental Authority by or for Buyer is necessary for Buyer's ’s execution and delivery of this Agreement and the Ancillary Agreements Agreement, or the consummation by Buyer of the transactions contemplated hereby and therebyhereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectAgreement.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither None of the execution, execution and delivery and performance of this Agreement by Buyer nor the executionAcquiror and Acquisition, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer Acquiror and Acquisition of the transactions contemplated hereby or compliance by Acquiror and thereby Acquisition with any of the provisions hereof will (i) conflict with or result in any a breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws of Acquiror or Acquisition, (ii) require any consent, approval, authorization or other similar governing documents) of Buyerpermit of, or filing with or notification to, any Governmental Entity by Acquiror or Acquisition, except (A) pursuant to the Exchange Act, the Securities Act, certain state takeover statutes, the HSR Act and (B) for filing the Certificate of its AffiliatesMerger pursuant to the GCL, or (iiiii) 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 cancellation, amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the termsassets of Acquiror or Acquisition pursuant to, conditions or provisions of any note, bondlicense, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Acquisition is a party or by which Acquiror or Acquisition or any of their respective assets may be boundbound or affected or (iv) violate or conflict with any order, except for writ, injunction, decree, statute, rule or regulation applicable to Acquiror or Acquisition or any of their respective assets; other than (A) such defaults (or defaults, rights of termination, cancellation cancellation, amendment or acceleration, such liens and encumbrances, as set forth pursuant to clauses (ii) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or and (iii) subject above and (B) such consents, approvals, authorizations, permits or filings, as set forth pursuant to obtaining clause (iv) above, the Buyer Required Regulatory Approvalsfailure to obtain which, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in not have a Buyer Material Adverse Effect. (b) Except as material adverse effect on the ability of Acquiror and Acquisition to perform their obligations set forth in Schedule 5.3(b) (herein or consummate the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")transactions, no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth No consent or approval (each, a "Consent") of, or notice, declaration, registration or filing (each, a "Filing") with, any Governmental Authority is required to be obtained or made by Seller or any of its Affiliates (including the Other Seller Entities) which has not been obtained or made by such Person in Schedule 5.3(a), neither connection with the execution, delivery and performance of this Agreement Agreement, the Related Agreements, or the other agreements and instruments to be delivered hereunder or thereunder by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer Seller or any of its Affiliates nor Other Seller Entity, as applicable, or the consummation by Buyer Seller or any such Other Seller Entity, as applicable, of the Transaction or the other transactions contemplated hereby and thereby will thereby, other than (ia) conflict with or result in any breach of any provision the Consents and Filings set forth on Section 3.03(a) of the Articles Seller Disclosure Schedule (the "Seller Required Consents") and (b) the Consents and Filings the failure of Incorporation which to obtain or Bylaws (or other similar governing documents) of Buyermake would not, or any of its Affiliatesand would not reasonably be expected to, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Seller Material Adverse Effect. (b) Except Assuming that all Seller Required Consents have been timely made, obtained or given, as set forth in Schedule 5.3(b) applicable, the execution, delivery and performance of this Agreement, the Related Agreements and the other agreements and instruments to be delivered hereunder or thereunder by Seller or any Other Seller Entity, as applicable, do not, and the consummation by Seller or any Other Seller Entity, as applicable, of the Transaction and the other transactions contemplated hereunder and thereunder will not (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"with or without notice or lapse of time, or both), no consent or approval of, filing conflict with, or notice toresult in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation, or result in the creation of any Lien (except for Permitted Liens) upon any of the Transferred Assets under, any Governmental Authority provision of (a) the Organizational Documents of Seller or any applicable Other Seller Entity, (b) any Law or Order to which Seller or any applicable Other Seller Entity is necessary for Buyer's execution and delivery subject or by which any property or asset of this Agreement and the Ancillary Agreements Seller or the consummation by Buyer any of the transactions contemplated hereby and thereby, other than such consents, approvals, filings Transferred Assets is bound or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements affected or (iic) result any Contract or other instrument or obligation to which Seller is a party or by which Seller, or any of the Transferred Assets may be bound, except, in the case of clauses (b) and (c), as has not had, and would not reasonably be expected to have, a Buyer Seller Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule Section 5.3(a)) of the Buyer Disclosure Schedule, neither and other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will not (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws certificate formation (or other similar governing organizational documents) of Buyer, or any of its Affiliates, or (ii) result in a violation or default (with or without notice or lapse of time, or both) or give rise to any right of termination, cancellation or acceleration) acceleration of any obligation or to loss of a benefit under any of the terms, conditions or provisions of any notePermit, bondContract, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective its assets may be boundbound or (iii) violate or breach any law, except order, injunction, decree, statute, rule or regulation applicable to Buyer, except, in the case of clauses (ii) and (iii) above, for such defaults (violations, defaults, or rights of termination, cancellation or acceleration) as to which requisite waivers , losses of benefits or consents have been obtained or breaches which would notnot or would not be reasonably expected to, individually or in the aggregate, have a Buyer Material Adverse Effect materially impair Buyer’s ability to perform its obligations under this Agreement or (iii) subject to obtaining consummate the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment transactions contemplated hereby or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectthereby. (b) Except as set forth in Schedule Section 5.3(b) of the Buyer Disclosure Schedule (the filings and approvals referred to in such Section 5.3(b) of the Buyer Disclosure Schedule are collectively referred to as the "“Buyer Required Regulatory Approvals"”), no consent or approval ofmaterial declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and subject to obtaining any FE Required Regulatory Approvals, neither the execution, delivery and performance of this Agreement by Buyer such FE Subsidiary, nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby to which such FE Subsidiary is a signatory will (i) conflict with or result in any breach of any provision of the Articles of Incorporation Incorporation, Code of Regulations or Bylaws (or other similar governing documents) of Buyersuch FE Subsidiary, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates such FE Subsidiary is a party or by which such FE Subsidiary, or any of their respective assets its Purchased FE Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyersuch FE Subsidiary, which violationsviolation, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule 5.3(b) are collectively referred to as the "Buyer FE Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements Agreements, or the consummation by Buyer such FE Subsidiary of the transactions contemplated hereby and thereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer such FE Subsidiary from performing its material obligations under this Agreement and the Ancillary Agreements or and (ii) such consents, approvals, filings or notices which become applicable to such FE Subsidiary or its Purchased FE Assets 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 the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)Other than obtaining the Seller Required Regulatory Approvals, and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Related Agreements by Buyer or any of its Affiliates nor Buyer, the consummation purchase by Buyer of the transactions contemplated hereby and thereby will Acquired Assets or the assumption by Buyer of the Assumed Obligations pursuant to this Agreement nor the performance by Buyer under this Agreement or the Related Agreements will, except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect: (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, (ii) require Buyer or its Affiliates to obtain any consent, approval, authorization or permit of, or require Buyer or its Affiliates to make any filing with or provide any notice to, any Governmental Entity, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not be reasonably expected to, individually or in the aggregate, have a Buyer Material Adverse Effect or (y) for those requirements that become applicable to Seller as a result of the specific regulatory status of Seller (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Seller (or any of its Affiliates) is or proposes to be engaged, or (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contract to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be boundparty, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which will have been obtained prior to Closing or that would notnot reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment or decree Order applicable to Buyer, which violations, individually Buyer or in the aggregate, would result in a Buyer Material Adverse Effectits assets. (b) Except as set forth for the consents and approvals listed in Schedule 5.3(b6.3(b) --------------- (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or ----------------------------------- registration with, or notice to, or authorization, consent or approval of any Governmental Authority Entity is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer (or any of its Affiliates) of the transactions contemplated hereby and therebyor by or the Related Agreements, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, whichauthorizations, consents or approvals that, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and reasonably be expected to have, individually or in the Ancillary Agreements or (ii) result in aggregate, a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in ------------------------------------ Schedule 5.3(a6.3(a), and other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement or the Ancillary Agreements to which it is a party by the Buyer nor the execution, delivery and performance purchase by the Buyer of the Purchased Assets pursuant to this Agreement or the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will shall (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation or Bylaws organization (or other similar governing documents) of the Buyer, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or (y) for those requirements which become applicable to the Buyer as a result of the specific regulatory status of the Seller (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Seller (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which the Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectobtained. (b) Except as set forth in Schedule 5.3(b6.3(b) and (i) the filings by the Buyer and the Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule 6.3(b) and clause (i) are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and therebyhereby, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and shall not, in the Ancillary Agreements or (ii) result in aggregate, have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), and subject to obtaining Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a material adverse effects on the business, assets, operations or condition (financial or otherwise) of Buyer ("Buyer Material Adverse Effect Effect") or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements Agreements, or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectAgreements.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a), and subject to obtaining or making all Buyer’s Required Regulatory Approvals, neither the execution, execution and delivery and performance by Buyer of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Buyer, Buyer or any of its Affiliates, or Subsidiaries; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Subsidiaries is a party or by which Buyer, any such Subsidiary or any of their respective properties and assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers or consents have been obtained or will be prior to the Closing obtained, or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or materially impair Buyer’s ability to consummate the transactions contemplated hereby or by any Additional Agreement, or to perform its material obligations hereunder or thereunder (a “Buyer Material Adverse Effect”); or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulationLaw, order, judgment or decree applicable to BuyerBuyer or any of its Subsidiaries, which violationsviolation, individually or in the aggregate, would result in have a Material Adverse Effect or a Buyer Material Adverse Effect. (b) Except as for consents, approvals, filings and notices (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b) (the consents, approvals, filings and approvals notices referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer “Buyer’s Required Regulatory Approvals"”), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery by Buyer of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer of the transactions contemplated hereby and or thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements have a Material Adverse Effect or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(athe next sentence, 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 or cancellation of any right of Parent, Buyer or Acquisition Sub or acceleration of any obligation of Parent, Buyer or Acquisition Sub 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 Parent, Buyer or Acquisition Sub under, any provision of (a) the Certificate of Incorporation or the bylaws of Buyer, each as amended to date, (b) the Certificate of Incorporation or the bylaws of Acquisition Sub, each as amended to date, (c) any loan or credit agreement, note, bond, mortgage, indenture, lease, contract 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 Parent, Buyer or Acquisition Sub or any of their respective properties or assets, other than, in the case of clauses (c) or (d), neither any such violations, defaults, rights, losses, or other occurrences that, individually or in the aggregate, would not impair the ability of Parent, Buyer or Acquisition Sub to perform their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. 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 Parent, Buyer or Acquisition Sub in connection with the execution, delivery and performance of this Agreement by Buyer nor the executionParent, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor Acquisition Sub or is necessary for the consummation by Parent, Buyer and Acquisition Sub of the Merger and the other transactions contemplated by this Agreement, except (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, authorizations, orders and approvals as may be required under foreign antitrust or similar laws, and (iv) such other consents, orders, authorizations, registrations, declarations, approvals and filings that will be obtained by Parent, Buyer or Acquisition Sub prior to the Effective Time or the failure of which to be obtained or made would not impair the ability of Parent, Buyer or Acquisition Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effecthereby. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, ------------------------------------ execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer Parent or any of its Affiliates Purchaser nor the consummation by Buyer of the transactions contemplated hereby and thereby will (ia) conflict with or result in any breach of any provision of the Articles respective Certificates of Incorporation or Bylaws (or other similar governing documents) of BuyerParent 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 WBCL, Chapter 552 of its Affiliates, the Wisconsin Statute and the "takeover" or "blue sky" laws of various states 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) require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, bondlicense, mortgageagreement, indenturecontract, material agreement indenture or other instrument or obligation to which Buyer Parent or Purchaser or any of its Affiliates 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 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 Legal Requirement 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 Buyer Material Adverse Effect material adverse effect on the ability of Parent or (iii) subject Purchaser to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of consummate the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)5.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor Seller, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby will thereby, do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Seller’s Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, or acceleration) , under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer Seller or any of its Affiliates is a party or by which Seller or any of their respective assets its Affiliates or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Effective Time be, obtained or which if not obtained or made would not, individually or in the aggregate, have a Buyer Material Adverse Effect prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; (iiic) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to BuyerSeller, which violationsany of its Affiliates, individually or in any of the aggregate, would result in a Buyer Material Adverse Effect.Purchased Assets; (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution Entity, including the FERC as to STLD01-1185616-10 MICHIGAN GAS gas storage facilities, and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyincluding state utility commissions, other than (i) the Seller Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will not (i) would not, individually or in the aggregate, prevent Buyer from performing its obligations under or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreement, or (iiiii) any requirements which become applicable to Seller 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 a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer Parent or any of its Affiliates Purchaser nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) violate or conflict with or result in any breach Breach of any provision of the Articles respective organizational documents of Incorporation Parent or Bylaws Purchaser, (or other similar governing documentsii) assuming all consents, approvals and authorizations contemplated by clauses (i) and (ii) of Buyersubsection (b) below have been obtained and are effective, all applicable waiting periods have expired and all filings described in such clauses have been made, conflict with or violate any Requirements of Law binding upon the Parent or Purchaser or any of its Affiliatestheir respective assets or properties, or (iiiii) 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 result in the loss of benefit under, or give rise to any right of termination, cancellation cancellation, modification or accelerationacceleration (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, indenture, material agreement or other instrument or obligation Contract to which Buyer Parent or any of its Affiliates Purchaser is a party or by which Parent or Purchaser or any of its or their respective properties or assets may be bound, except for such defaults in the case of clauses (or rights of terminationii) and (iii), cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually not prevent or in materially delay the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining consummation of the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effecttransactions contemplated hereby. (b) Except as set forth in Schedule 5.3(b) (the filings The execution, delivery and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery performance of this Agreement by each of Parent and Purchaser and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby by each of Parent and thereby, other than such consents, approvals, filings or notices, which, if Purchaser do not obtained or made, and will not (i) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not prevent Buyer from performing its obligations under this Agreement and or materially delay the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effectconsummation of the Asset Sale contemplated hereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), and subject to the receipt of Sellers' Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates each Seller nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any the breach or violation of any provision of the Certificate or Articles of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or such Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer or any of its Affiliates such Seller is a party or by which such Seller, or any of their respective assets the NMP-2 Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to Buyersuch Seller, or any of its assets, which violationsviolation, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b4.3(b) (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Required Regulatory ApprovalsSELLERS' REQUIRED REGULATORY APPROVALS"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer each Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, individually or in the Ancillary Agreements aggregate, create a Material Adverse Effect or (ii) such declarations, filings, registrations, notices, authorizations, consents or approvals which become applicable to such Seller as a result of the specific regulatory status of Buyer (or any of its Affiliates) or the result of any other facts that specifically relate to the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), and subject to the receipt of Sellers' Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates each Seller nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any the breach or violation of any provision of the Certificate or Articles of Incorporation or Bylaws (or other similar governing documents) of Buyer, or any of its Affiliates, or such Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer or any of its Affiliates such Seller is a party or by which such Seller, or any of their respective assets the NMP-2 Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to Buyersuch Seller, or any of its assets, which violationsviolation, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b4.3(b) (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer " Sellers' Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer each Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, individually or in the Ancillary Agreements aggregate, create a Material Adverse Effect or (ii) such declarations, filings, registrations, notices, authorizations, consents or approvals which become applicable to such Seller as a result of the specific regulatory status of Buyer (or any of its Affiliates) or the result of any other facts that specifically relate to the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. The execution and delivery by each Seller of this Agreement and the Ancillary Agreements to which it is a party, the consummation of the Transactions and the performance by each Seller of its respective obligations hereunder and thereunder will not: (a) Except as set forth in Schedule 5.3(a)conflict with, neither the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with violate or result in any breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws bylaws (or other similar governing documentsorganizational document) of Buyerany Business Owning Entity; (b) except as set forth in Section 3.3(b) of the Seller Disclosure Schedule, or any of its Affiliates, or (ii) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration) under acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contract to which Buyer or any of its Affiliates Business Owning Entity is a party or by which any Business Owning Entity or any of their respective properties or assets may be bound, except for such defaults (violations, breaches, defaults, or rights of termination, cancellation or acceleration) , or losses as to which requisite waivers or consents have been obtained or which that, individually or in the aggregate, would not result in a Seller Material Adverse Effect; (c) except as set forth in Section 3.3(c) of the Seller Disclosure Schedule, violate the provisions of any Order or Law applicable to any Business Owning Entity, except for such violations as would not, individually or in the aggregate, have result in a Buyer Seller Material Adverse Effect or Effect; or (iiid) subject to obtaining except as set forth in Section 3.3(d) of the Buyer Required Regulatory ApprovalsSeller Disclosure Schedule, constitute violations result in the creation of any lawLiens upon the capital stock or other equity interest or assets of any Purchased Entity or any Subsidiary of a Purchased Entity or upon any of the Property under any Contract to which any Business Owning Entity is a party by which any of their properties or assets are bound, regulation, order, judgment or decree applicable to Buyer, which violationsin each case except for such Liens affecting Purchased Assets as would not, individually or in the aggregate, would result in a Buyer Seller Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a), and subject to obtaining or making all Buyer's Required Regulatory Approvals, neither the execution, execution and delivery and performance by Buyer of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Buyer, Buyer or any of its Affiliates, or Subsidiaries; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any 28 ______________________________________________________________________________ of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Subsidiaries is a party or by which Buyer, any such Subsidiary or any of their respective properties and assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers or consents have been obtained or will be prior to the Closing obtained, or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or materially impair Buyer's ability to consummate the transactions contemplated hereby or by any Additional Agreement, or to perform its material obligations hereunder or thereunder (a "Buyer Material Adverse Effect"); or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulationLaw, order, judgment or decree applicable to BuyerBuyer or any of its Subsidiaries, which violationsviolation, individually or in the aggregate, would result in have a Material Adverse Effect or a Buyer Material Adverse Effect. (b) Except as for consents, approvals, filings and notices (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b) (the consents, approvals, filings and approvals notices referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer Buyer's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery by Buyer of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer of the transactions contemplated hereby and or thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will would not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements have a Material Adverse Effect or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a4.3(a), subject to obtaining or making all Seller’s Required Regulatory Approvals and obtaining or making all Consents and Filings under the HSR Act, neither the execution, execution and delivery and performance by Seller of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer Seller of the transactions contemplated hereby and or thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation formation or Bylaws (operating agreement of Seller or the certificate or articles of incorporation and bylaws or other similar governing documents) organizational documents of Buyer, or any of its Affiliates, or Safe Harbor; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement Contract or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which any of their respective assets it may be boundbound or any Material Contract, except for such defaults (or rights of termination, cancellation or acceleration) (A) as to which requisite consents, approvals or waivers have been, or consents have been obtained will be prior to the Closing, obtained, or (B) which would not be material to Safe Harbor and which would not, individually or in the aggregate, have a Buyer Material Adverse Effect materially impair Seller’s ability to consummate the transactions contemplated hereby, or to perform its material obligations hereunder or under any Additional Agreement; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulation, order, judgment or decree Law applicable to Buyer, Seller or Safe Harbor which violationsviolation, individually or in the aggregate, would result in a Buyer Material Adverse Effectbe material to Safe Harbor or would materially impair Seller’s ability to consummate the transactions contemplated hereby, or to perform its material obligations hereunder or under any Additional Agreement. (b) Except as for Consents and Filings (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b4.3(b) (the filings Consents and approvals Filings referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer “Seller’s Required Regulatory Approvals"”), no consent Consent or approval of, filing with, or notice to, Filing with any Governmental Authority is necessary for Buyer's the execution and delivery by Seller of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer Seller of the transactions contemplated hereby and or thereby, other than (i) such consents, approvals, filings or notices, Consents and Filings which, if not obtained or made, will would not (i) prevent Buyer from performing be material to Safe Harbor or materially impair Seller’s ability to perform its material obligations under this Agreement Agreement; and the Ancillary Agreements or (ii) such Consents and Filings which become applicable to Safe Harbor or Seller as a result of the status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither None of the execution, execution and delivery and performance by Checkpoint of this Agreement or the Merger Agreement by Buyer nor the executionMerger Subsidiary, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer Checkpoint and Merger Subsidiary of the transactions contemplated hereby and thereby or compliance by Checkpoint and Merger Subsidiary with any of the provisions hereof will (i) conflict with or result in any a breach of any provision of the Articles of Incorporation respective charters or Bylaws bylaws (or other similar governing documents) of BuyerCheckpoint, the Merger Subsidiary or any of its Affiliatescurrent Subsidiaries, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (iiA) pursuant to the Exchange Act, the Securities Act, certain state takeover, securities and antitrust statutes and the HSR Act and (B) for filing the Merger Documents with respect to the Merger pursuant to the DGCL, (iii) 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 cancellation, amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the terms, conditions assets of Checkpoint or provisions any of its current Subsidiaries pursuant to any note, bondlicense, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Checkpoint or any of its Affiliates current Subsidiaries is a party or by which Checkpoint or any of its current Subsidiaries or any of their respective assets may be boundbound or affected, except for or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Checkpoint or any of its current Subsidiaries or any of their respective properties or assets; other than such defaults (or defaults, rights of termination, cancellation cancellation, amendment or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregateliens and encumbrances, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually conflicts, consents, approvals, authorizations, permits or filings which, in the aggregate, would result in not have a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (Effect on Checkpoint and would not materially impair Checkpoint's ability to consummate the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of transactions contemplated by this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse EffectMerger Agreement.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), and subject to obtaining Seller's Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Seller nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of BuyerSeller, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, consent, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which it, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) 29 as to which requisite waivers or consents have been obtained or which which, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to BuyerSeller, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect, or create any Encumbrance other than a Permitted Encumbrance. (b) Except as set forth in Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Seller's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by Seller, or the consummation by Buyer Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer Seller from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to Seller or the Purchased Assets 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 the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar organizational and governing documents) documents of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory ApprovalsApprovals and the assignment of this Agreement to the k1 Designee in accordance with Section 6.8(f), constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer the k1 Designee, as the Buyer, of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect. (c) The affirmative votes of a simple majority of the votes entitled to be cast by holders of outstanding ordinary shares of S$0.10 each of k1 Ventures Limited that are present in person or by proxy and voting at a duly convened meeting of shareholders of k1 Ventures Limited at which a quorum is present are the only votes of the holders of any class or series of capital stock of k1 Ventures Limited necessary to approve k1 Ventures Limited's provision of funding to Buyer in connection with this Agreement, participation (directly or indirectly) in the transactions contemplated in this Agreement (including pursuant to the Support Agreement) or taking any other corporate action by any direct or indirect subsidiary of k1 Ventures Limited in connection with such transactions (the "Required Shareholder Actions"). To Buyer's knowledge, the shareholders of k1 Ventures Limited that have executed the Voting Agreements described in clause (ii) of the third recital to this Agreement own or are able to direct the voting of the shares of voting securities of k1 Ventures Limited described in such Voting Agreements and such shares, when voted in favor of the Required Shareholder Actions, will be sufficient to approve the Required Shareholder Actions. The execution and delivery of, and the performance by k1 Ventures Limited of its obligations under the Support Agreement have been duly authorized by all Board action of k1 Ventures Limited, and the Support Agreement constitutes the legal, valid and binding obligation of k1 Ventures Limited, enforceable against k1 Ventures Limited in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)5.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor Seller, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby will thereby, do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Seller's Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, or acceleration) , under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer Seller or any of its Affiliates is a party or by which Seller or any of their respective assets its Affiliates or any of the Purchased Assets may be bound, except <PAGE> for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Effective Time be, obtained or which if not obtained or made would not, individually or in the aggregate, have a Buyer Material Adverse Effect prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; (iiic) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to BuyerSeller, which violationsany of its Affiliates, individually or in any of the aggregate, would result in a Buyer Material Adverse Effect.Purchased Assets; (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution Entity, including the FERC as to gas storage facilities, and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyincluding state utility commissions, other than (i) the Seller Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will not (i) would not, individually or in the aggregate, prevent Buyer from performing its obligations under or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements Agreement, or (iiiii) any requirements which become applicable to Seller 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 a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Section 6.3(a) of the Buyer Disclosure Schedules sets forth all consents, authorizations or notices under any note, bond, mortgage, lease, indenture, license, contract, agreement or other instrument or obligation to which the Buyer is a party or by which the Buyer's assets or properties are bound which are required or necessary in order to consummate the transactions contemplated by this Agreement, except those consents, authorizations or notices the failure of which to obtain or make would not, individually or in the aggregate, materially impair or delay the Buyer's ability to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 5.3(a)on Section 6.3(a) of the Buyer Disclosure Schedules, and subject to obtaining the Required Approvals, neither the execution, execution and delivery and performance of this Agreement by the Buyer nor the execution, delivery and performance purchase of the Ancillary Agreements by Buyer or any of its Affiliates nor Membership Interest and the consummation by Buyer of the transactions contemplated hereby and thereby will Shares pursuant to this Agreement shall (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of the Buyer, (ii) violate any outstanding Governmental Order applicable to the Buyer, which violation would materially impair or any of delay the Buyer's ability to perform its Affiliatesobligations under this Agreement or consummate the transactions contemplated by this Agreement, or (iiiii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, lease, indenture, material license, contract, agreement or other instrument or obligation to which the Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect materially impair or (iii) subject delay the Buyer's ability to obtaining perform its obligations under this Agreement or consummate the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effecttransactions contemplated by this Agreement. (b) Except as set forth in Schedule 5.3(bon Section 6.3(b) of the Buyer Disclosure Schedules and except for (i) the filings required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act; (ii) any approvals under the Federal Power Act required for the consummation of this Agreement; (iii) CFIUS Approval; and (iv) any required approvals of NYSPSC, including post-closing authority to operate Ravenswood under lightened or incidental regulation (the filings and approvals referred to in such Schedule clauses (i) through (iv) above and set forth on Section 6.3(b) of the Buyer Disclosure Schedules are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and therebyby this Agreement, other than such consentsthose declarations, approvalsfilings, filings or registrations, notices, whichauthorizations, if not obtained consents or madeapprovals which would not, will not (i) prevent Buyer from performing individually or in the aggregate, materially impair or delay the Buyer's ability to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. (c) Section 6.3(c) of the Buyer Disclosure Schedules sets forth a complete list of (i) generation capacity of any Person owned or controlled, directly or indirectly, by the Buyer and the Ancillary Agreements or each of its Affiliates that is qualified to bid in any UCAP Auction in any zones within New York State and (ii) result any transmission of any Person owned or controlled, directly or indirectly, by the Buyer or any of its Affiliates, located in a or interconnected to the NYISO market. (d) To the knowledge of the Buyer, there are no conditions relating to the Buyer Material Adverse Effector its Affiliates in existence that the Buyer reasonably expects to prevent the receipt of the Required Approvals.

Consents and Approvals; No Violation. (a) Except as set forth in on Schedule 5.3(a4.3(a), subject to obtaining or making all Seller's Required Regulatory Approvals, neither the execution, execution and delivery and performance by Seller of this Agreement by Buyer nor and the execution, delivery and performance of the Ancillary Additional Agreements by Buyer or any of its Affiliates to which it is a party nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles certificate of Incorporation incorporation or Bylaws (or other similar governing documents) bylaws of Buyer, or any of its Affiliates, or Seller; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which it, or any of their respective assets the Purchased Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers have been, or consents have been obtained will be prior to the Closing obtained, or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations a violation of any law, regulationLaw, order, judgment or decree applicable to Buyer, Seller which violationsviolation, individually or in the aggregate, would result in have a Buyer Material Adverse Effect. (b) Except as for consents, approvals, filings and notices (i) required under the HSR Act or (ii) set forth in on Schedule 5.3(b4.3(b) (the consents, approvals, filings and approvals notices referred to in such Schedule clause (ii) of this sentence are collectively referred to herein as the "Buyer Seller's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery by Seller of this Agreement and the Ancillary Additional Agreements to which it is a party or the consummation by Buyer Seller of the transactions contemplated hereby and or thereby, other than (i) such consents, approvals, filings or notices, and notices which, if not obtained or made, will would not (i) prevent Buyer from performing materially impair Seller's ability to perform its material obligations under this Agreement and the Ancillary or such Additional Agreements or to own the Purchased Assets; (ii) such consents, approvals, filings and notices which become applicable to Seller or the Purchased Assets as a result of the status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged; and (iii) such consents, approvals, filings and notices, the failure of which to obtain or make would not, individually or in the aggregate, have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a4.3(a), and subject to obtaining Seller's Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Seller nor the consummation by Buyer Seller or York Haven of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (of Seller or other similar governing documents) of BuyerYork Haven, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, consent, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Seller or any of its Affiliates York Haven is a party or by which it, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which which, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to BuyerSeller or York Haven, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect, or create any Encumbrance other than a Permitted Encumbrance. (b) Except as set forth in Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Seller's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority Authority, by or for Seller or York Haven, is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by Seller, or the consummation by Buyer Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer Seller from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to Seller or the Purchased Assets 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 the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Seller nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach or violation of any provision of the Articles certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or Bylaws (or other similar governing documents) partnership agreement of Buyer, or any of its Affiliatesthe Target Entities, or (ii) assuming receipt of the consents set forth on Schedule 4.3(a) (the “Material Seller Consents”) and Seller’s Required Regulatory Approvals, require any material consent, approval, authorization, waiver of any right of first refusal, right of first offer or similar preemptive right, or permit of, or filing with, any Person, or result in a default (or give rise to any right of termination, consent, cancellation or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, material agreement or other instrument or obligation to which Buyer or Seller, any of its Affiliates the Target Entities is a party or by which any of their respective assets it may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations in any material respect of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually Seller or in the aggregate, would result in a Buyer Material Adverse Effectany Target Entity. (b) Except as set forth in on Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer “Seller’s Required Regulatory Approvals"”), no consent or approval of, filing with, or notice to, any Governmental Authority by or for Seller or any Target Entity is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by Seller, or the consummation by Buyer Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer Seller or any of the Target Entities from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to Seller or any Target Entity 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 the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the executionCompany, delivery or the other Transaction Documents or other agreements and performance of documents contemplated hereby to be executed and delivered by the Ancillary Agreements by Buyer or any of its Affiliates Company in connection with this Agreement, nor the consummation by Buyer the Company of the transactions contemplated hereby and thereby will or thereby, nor compliance by the Company with any of the provisions hereof or thereof, shall: (i) conflict with or result in any a breach of any provision provisions of the Articles certificate of Incorporation incorporation or Bylaws bylaws (or other similar governing equivalent Table of Contents organizational documents) of Buyer, the Company or any of its AffiliatesSubsidiaries (collectively, or the “Company Organizational Documents”); (ii) constitute or result in the breach of any term, condition or provision of, require any consent, approval or authorization under or constitute a default under (or an event which with notice or lapse of time or both would become a default), or give rise to any right of termination, cancellation or accelerationacceleration with respect to or result in the loss of any benefit expressly provided for under (and pursuant to the express terms of) under any Company Contract; (iii) result in the creation or imposition of a Lien upon any property or assets of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer Company or any of its Affiliates is a party Subsidiaries pursuant to any Company Contract; or (iv) subject to receipt by which the Seller of the requisite approvals referenced in Section 4.3(b) of the Seller Disclosure Letter and by Purchaser of the requisite approvals referred to in Section 5.3(b) of the Purchaser Disclosure Letter, violate any Law or Order applicable to the Company or the Subsidiaries or any of their respective assets may be boundproperties or assets, except for such defaults with respect to clauses (or rights of terminationii), cancellation or acceleration(iii) and (iv) as would not individually or in the aggregate, (A) result in a liability that is material to which requisite waivers the Company and its Subsidiaries, taken as a whole, (B) be material to the business or consents have been results of operations of the Company and its Subsidiaries, taken as a whole, or (C) result in a material adverse effect on the ability of the Company to perform its obligations under this Agreement, or that would prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the transactions contemplated hereby. (b) No consent, approval or authorization from or permit of, or filing with or notification to any Governmental Authority, other than the Security Approval and the Antitrust Clearance, is required to be obtained by the Company or which would notthe Seller for the consummation by the Company of the transactions contemplated by this Agreement that if not obtained would, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except liability that is material to the Company and its Subsidiaries, taken as set forth in Schedule 5.3(b) (a whole, or a material adverse effect on the filings and approvals referred ability of the Company to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")perform its obligations under this Agreement, no consent or approval ofthat would prevent or materially impede, filing interfere with, hinder or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or delay the consummation by Buyer the Company of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in ------------------------------------ Schedule 5.3(a6.3(a), and other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by the Buyer nor the execution, delivery and performance purchase by the Buyer of the Purchased Assets pursuant to this Agreement or the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will shall (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of the Buyer, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or (y) for those requirements which become applicable to the Buyer as a result of the specific regulatory status of the Seller (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Seller (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which the Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectobtained. (b) Except as set forth in Schedule 5.3(b6.3(b) and except for (i) filings and approvals required by Section 203 of the Federal Power Act, (ii) a specific determination by the appropriate state commission(s) that allowing the Purchased Assets to be an eligible facility (1) will benefit consumers, (2) is in the public interest, and (3) does not violate State law, as contemplated by Section 32(c) of the Holding Company Act, 15 USC section 79z-5a(c), (iii) an Exempt Wholesale Generator determination made by FERC under Section 32 of the Holding Company Act, 15 USC Section 79z-5a, and (iv) the filings by the Buyer and the Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule 6.3(b) and clauses (i), (ii) and (iii) are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and therebyhereby, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and shall not, in the Ancillary Agreements or (ii) result in aggregate, have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as Other than obtaining the consents of third parties set forth in on Schedule 5.3(a) (the "Seller Third-Party Consents"), the Seller Required --------------- --------------------------- Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement and the Related Agreements by Buyer nor Seller, the execution, delivery and performance sale by Seller of the Ancillary Agreements Acquired Assets pursuant to this Agreement, the assignment by Buyer or any of its Affiliates nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby will Assumed Obligations pursuant to this Agreement, nor Seller's performance under this Agreement or the Related Agreements will: (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws of Seller; (ii) require Seller or other similar governing documentsany of its Affiliates to obtain any consent, approval, authorization or permit of, or require Seller or any of its Affiliates to make any filing with or provide any notice to, any Governmental Entity, except (x) where Seller's failure to obtain such consent, approval, authorization or Permit, or to make such filing or notification, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (y) for those requirements that become applicable to Seller as a result of Buyer, the specific regulatory status of Buyer (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which Buyer (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contract to which Buyer or any of its Affiliates Seller is a party or by which Seller or any of their respective assets the Acquired Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or will have been obtained prior to Closing or which would notnot reasonably be expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect Effect; or (iiiiv) subject violate any Order applicable to obtaining Seller or any of the Buyer Acquired Assets. (b) Except for the consents and approvals listed in Schedule 5.3(b) --------------- (the "Seller Required Regulatory Approvals"), constitute violations no declaration, filing or ------------------------------------ registration with, or notice to, or authorization, consent or approval of, any Governmental Entity is necessary for the consummation by Seller (or its Affiliates) of any lawthe transactions contemplated hereby or by the Related Agreements, regulationother than such declarations, orderfilings, judgment registrations, or decree applicable notices that, if not obtained or made, would not reasonably be expected to Buyer, which violationshave, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)7.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor Xxxxxx and Xxxxxx Sub, and the executionperformance by Parent or Xxxxxx Sub of their respective obligations hereunder, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation Parent’s or Bylaws Merger Sub’s Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, or acceleration) , under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer Parent, Merger Sub or any of its their respective Affiliates is a party or by which Parent, Merger Sub or any of their respective Affiliates, business or assets may be bound, except for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Closing be, obtained or which if not obtained or made would not, individually or in the aggregate, have a Buyer Material Adverse Effect prevent or materially delay the consummation of the transactions contemplated by this Agreement, the Partnership Interests Purchase Agreement or the Merger Agreement; (iiic) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment Law or decree Order applicable to BuyerParent, which violationsMerger Sub, any of their respective Affiliates, except for violations that, individually or in the aggregate, would result not be reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated in a Buyer Material Adverse Effect.this Agreement, the Partnership Interests Purchase Agreement or the Merger Agreement; (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyEntity, other than (i) the Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will not (i) would not, individually or in the aggregate, prevent Buyer from performing its obligations under or materially delay the consummation of the transactions contemplated by this Agreement, the Partnership Interests Purchase Agreement and or the Ancillary Agreements Merger Agreement, or (iiiii) 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 a 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 Adverse EffectParent Regulatory Consents (as defined in the Merger Agreement).

Consents and Approvals; No Violation. (a) Except as set forth in ------------------------------------ Schedule 5.3(a4.3(a), and subject to obtaining Sellers' Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates such Seller nor the consummation by Buyer such Seller of the transactions contemplated hereby and thereby will vill (i) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation or Bylaws (or other similar governing documents) of Buyersuch Seller, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates such Seller is a party or by which it, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which which, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyersuch Seller, which violations, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) 4.3(b), (the filings and approvals referred to in such Schedule 4.3(b) are collectively referred to as the "Buyer Sellers' Required Regulatory Approvals"), no consent or approval of, ------------------------------------------- filing with, or notice to, any Governmental Authority is necessary for Buyer's the execution and delivery of this Agreement and the Ancillary Agreements by such Seller, or the consummation by Buyer such Seller of the transactions contemplated hereby and therebyhereby, other than (i) such consents, approvals, filings or notices, notices which, if not obtained or made, will not (i) prevent Buyer such Seller from performing its material obligations under this Agreement hereunder and the Ancillary Agreements or (ii) such consents, approvals, filings or notices which become applicable to such Seller or the Purchased Assets 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 the business or activities in a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)5.3, and other than obtaining the Sellers Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement and the other Closing Documents by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates Sellers nor the consummation by Buyer of the transactions contemplated hereby or thereby (including, without limitation, the sale by the Sellers of the Purchased Assets pursuant to this Agreement and thereby the other Closing Documents) will (i) conflict with or result in any breach of any provision of the Articles respective organizational documents or bylaws of Incorporation the Sellers, (ii) require any consent, approval, authorization or Bylaws permit of, or filing with or notification to, any governmental or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or other similar governing documentspermit, or to make such filing or notification, would not, individually or in the aggregate, create a Material Adverse Effect or (y) for those requirements which become applicable to the Sellers as a result of Buyer, the specific regulatory status of the Buyer (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (iior any of its Affiliates) is or proposes to be engaged; (iii) result in or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to any right of termination, cancellation or acceleration) , or result in the creation of any Encumbrance upon any of the assets of the Sellers, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material license, agreement or other instrument or obligation to which Buyer or any either of its Affiliates the Sellers is a party or by which either of the Sellers, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or events which, with notice or lapse of time, or both, would constitute a default), or rights of termination, cancellation or acceleration) acceleration as to which requisite waivers or consents have been obtained or which which, in the aggregate, would not, individually or in the aggregate, have create a Buyer Material Adverse Effect Effect; or (iiiiv) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of violate any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to Buyereither of the Sellers, or any of their assets, which violationsviolation, individually or in the aggregate, would result in create a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b5.3 and except for (i) any required approvals under the Federal Power Act, (ii) (A) notice by MPS to, and an order by, the PUC approving the transactions contemplated by this Agreement, (B) the approval by the Lieutenant-Governor in Council of New Brunswick of the transactions involving MNB and its assets contemplated by this Agreement, (iii) the approval, if required, of the SEC pursuant to the Holding Company Act, (iv) the approval, if required, of the National Energy Board of Canada and the Board of Commissioners of Public Utilities of the Province of New Brunswick, Canada and (v) the approval, if required, of the State of Maine with respect to the inclusion within the Purchased Assets of any rights, franchises, privileges or similar assets of the Sellers deriving from any private and special laws or other legislative grant or charter (the filings and approvals referred to in such Schedule clauses (i) through (v) are collectively referred to as the "Buyer Sellers Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority governmental or regulatory body or authority is necessary for Buyer's execution and delivery the consummation by the Sellers of the transactions contemplated under this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyother Closing Documents, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and not, individually or in the Ancillary Agreements or (ii) result in aggregate, create a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a6.3(a), and other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution, execution and delivery and performance of this Agreement or the Ancillary Agreements to which it is a party by the Buyer nor the execution, delivery and performance purchase by the Buyer of the Purchased Assets pursuant to this Agreement or the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will shall (i) conflict with or result in any breach of any provision of the Articles articles of Incorporation or Bylaws organization (or other similar governing documents) of the Buyer, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or regulatory authority, except (x) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect or (y) for those requirements which become applicable to the Buyer as a result of the specific regulatory status of the Seller (or any of its Affiliates, ) or as a result of any other facts that specifically relate to the business or activities in which the Seller (iior any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease or other instrument or obligation to which the Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effectobtained. (b1) Except as set forth in Schedule 5.3(b6.3(b) and (i) the filings by the Buyer and the Seller required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act (the filings and approvals referred to in such Schedule 6.3(b) and clause (i) are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval ofdeclaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority or regulatory body or authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby and therebyhereby, other than such consentsdeclarations, approvalsfilings, filings or registrations, notices, authorizations, consents or approvals which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and shall not, in the Ancillary Agreements or (ii) result in aggregate, have a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth disclosed in Schedule 5.3(a)Section 3.5 of each Representing Party's Disclosure Schedule, neither no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or other public or private third party is necessary or required under the terms, conditions or provisions of any Law or Order of any Governmental Entity or any Contract to which the Representing Party or any of its Subsidiaries is a party or by which the Representing Party or any of its Subsidiaries or any of their respective assets or properties is bound for the execution, delivery and performance of this Agreement by Buyer nor the Representing Party and the consummation by such Representing Party of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the ability of the Representing Party to consummate the transactions contemplated by this Agreement. (b) Neither the execution, delivery and or performance of this Agreement by the Ancillary Agreements by Buyer or any of its Affiliates Representing Party nor the consummation by Buyer such Representing Party of the transactions contemplated hereby and thereby hereby, will (i) conflict with or result in any breach of violate any provision of the Articles or Certificate of Incorporation or Bylaws (Incorporation, Bylaws, Articles of Association, or other similar governing documents) documents of Buyer, the Representing Party or any of its AffiliatesSubsidiaries, or (ii) 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 cancellation, vesting, payment, exercise, acceleration, suspension or accelerationrevocation) under any of the terms, conditions or provisions of any note, bond, mortgage, deed of trust, security interest, indenture, material agreement license, sublicense, contract, agreement, plan or other instrument or obligation of any kind (collectively, "Contracts") to which Buyer the Representing Party or any of its Affiliates Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (iii) violate any statute, law, rule, regulation or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, injunction, permit or license (collectively, "Orders") of any Governmental Entity applicable to the Representing Party or its Subsidiaries or any of their respective properties or assets, (iv) result in the creation or imposition of any Encumbrance on any asset of the Representing Party or any of its Subsidiaries, or (v) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for the Representing Party or any of its Subsidiaries to conduct its business as currently conducted, except in the case of clauses (ii), (iii), (iv) and (v) for such defaults (violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or revocations which would notnot be reasonably expected to have, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or prevent the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth Assuming that all consents, approvals, authorizations and other actions described in Schedule 5.3(a)‎Section 3.3(a) have been obtained and all filings and obligations described in ‎Section 3.3(a) have been made, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor other Transaction Documents does not, and the consummation by Buyer of the transactions contemplated hereby and thereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach of any provision of the Articles of Incorporation or Bylaws (or other similar governing documents) of Buyerviolation of, or any default (with or without notice or lapse of its Affiliatestime, or (iiboth) result in a default (under, or give rise to any others a right of termination, cancellation or acceleration) under any of the terms, conditions or provisions acceleration of any noteobligation or result in the loss of a benefit under, bondany provision of (i) the Articles of Associations of Buyer, mortgageas amended to date, indenture(ii) the Certificate of Incorporation or the By-laws of Sub, material agreement or other instrument or obligation (iii) any Contract to which Buyer or Sub are parties, or (iv) any Applicable Laws or Governmental Authorization, other than, in the case of clauses (iii) and (iv), any such violations, defaults, rights, losses, or 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 its Affiliates the transactions contemplated hereby or thereby. (b) No filing or registration with, or authorization, consent or approval of any Governmental Entity is a party required by or with respect to Buyer or Sub in connection with the execution and delivery of this Agreement by which any Buyer or Sub or is necessary for the consummation of their respective assets may be boundthe Merger and the other transactions contemplated by this Agreement, except for for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such defaults (or rights other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of termination, cancellation or acceleration) as which to which requisite waivers or consents have been be obtained or which made would not, individually or in the aggregate, have a Buyer Material Adverse Effect on Buyer, materially impair the ability of Buyer or (iii) subject Sub to obtaining perform its obligations hereunder or prevent the Buyer Required Regulatory Approvals, constitute violations consummation of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and or thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not and (iiii) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result as set forth in a Buyer Material Adverse Effect‎Section 3.3(b).

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a)5.3, neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor Seller, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby will thereby, do not: (ia) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws Seller’s Governing Documents; (or other similar governing documents) of Buyer, or any of its Affiliates, or (iib) result in a default (including with notice, lapse of time, or both), or give rise to any right of termination, cancellation cancellation, acceleration, or acceleration) loss of a material benefit under, or result in the creation of any Encumbrance upon any of the Purchased Assets, under any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, material agreement agreement, lease, or other instrument or obligation to which Buyer or any of its Affiliates Seller is a party or by which Seller or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation cancellation, or acceleration) as to which requisite waivers or consents have been been, or will prior to the Effective Time be, obtained or which would notif not obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Buyer Material Adverse Effect or Effect; (iiic) subject to obtaining the Buyer Seller Required Regulatory Approvals, constitute violations conflict with or result in a violation of any law, regulation, order, judgment Law or decree Order applicable to Buyer, which violationsSeller or any of the Purchased Assets or the Business which, individually or in the aggregate, has had or would result in reasonably be expected to have a Buyer Material Adverse Effect.; or (bd) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals")require any declaration, no consent filing, or approval of, filing registration with, or notice to, or authorization, consent, or approval of any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and therebyEntity, other than (i) the Seller Required Regulatory Approvals, (ii) such declarations, filings, registrations, notices, authorizations, consents, approvals, filings or notices, approvals which, if not obtained or made, will individually or in the aggregate, have not (i) prevent Buyer from performing its obligations under this Agreement had and the Ancillary Agreements would not reasonably be expected to have a Material Adverse Effect or (iiiii) any requirements which become applicable to Seller 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 a which Buyer Material Adverse Effect(or any of its Affiliates) is or proposes to be engaged.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will will: (ia) conflict with or result in any breach of any provision of the Articles Certificate of Incorporation Formation or Bylaws (or other similar governing documents) the Limited Liability Company Agreement of Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any of its Affiliates, or Governmental Entity; (iic) 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 or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, bondlicense, mortgage, indenture, material agreement or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets Subsidiaries may be bound, except for such violations, breaches and defaults (or rights of termination, 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 aggregateaggregate would not materially adversely affect the consummation of the transactions contemplated hereby; or (d) assuming the consents, have a Buyer Material Adverse Effect approvals, authorizations or (iii) subject permits and filings or notifications referred to obtaining the Buyer Required Regulatory Approvalsin this Section 3.03 are duly and timely obtained or made, constitute violations of violate any law, regulation, order, judgment writ, injunction, decree, statute, rule or decree regulation applicable to BuyerBuyer or any of its Subsidiaries or to any of their respective assets, except for violations which violations, would not individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or aggregate materially adversely affect the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effecthereby.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither the execution, delivery and performance of this Agreement by Buyer nor the execution, delivery and performance of the Ancillary Agreements by Buyer or any of its Affiliates nor the consummation by Buyer of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws agreement (or other similar governing documents) of Buyer, or any of its Affiliates, or (ii) result in a default (or give rise to any right of termination, cancellation cancelation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement license, agreement, lease or other instrument or obligation to which Buyer or any of its Affiliates subsidiaries is a party or by which any of their respective assets may be boundbound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer, or any of its assets, except in the case of clauses (ii) and (iii) for such failures to obtain a necessary consent, defaults and violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Agreements (a "Buyer Material Adverse Effect"). (b) Except for (i) approval of the PSC pursuant to ss. 70 of the Public Service Law of the State of New York, of the transfer to Buyer of the Auctioned Assets, (ii) the filings by Buyer and Seller required by the HSR Act and the expiration or rights earlier termination of terminationall waiting periods under the HSR Act, cancellation (iii) application by Buyer to, and the approval of, FERC under (A) Section 203 of the Federal Power Act with respect to the transfer of Auctioned Assets constituting jurisdictional assets under the Federal Power Act and (B) Section 205 of the Federal Power Act with respect to (1) each Continuing Site Agreement and any wholesale power sales agreement to be entered into by Seller and Buyer, including the Transition Capacity Agreement, and (2) authorization to sell capacity and energy from Generating Plants and Gas Turbines at market-based rates (provided, however, that Buyer acknowledges that "market-based rates" for the purpose of this Agreement means rates that are subject to any bid cap, price limitation or accelerationother market power mitigation measure imposed by FERC or PSC in respect of the New York State or New York City wholesale and retail energy and capacity electric power markets or any other restriction imposed by FERC or PSC with respect to the power generation operations and assets of Buyer, including the FERC Order Accepting Market Power Mitigation Measures dated September 22, 1998, as modified (Docket No. ER98-3169-000)(the "Mitigation Measures")), (iv) qualification of Buyer, with respect to the Auctioned Assets, as an exempt wholesale generator under the Energy Policy Act of 1992, (v) the issuance of approval by the New York City Department of Buildings and, to which requisite waivers the extent required, the New York City Department of Business Services of the tax lot subdivision contemplated by this Agreement in a form suitable for submission to the New York City Department of Finance for the issuance of tax lot numbers and (vi) obtaining the 47 40 Revocable Consent from the City of New York (collectively, the "Buyer Required Regulatory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the consummation by Buyer of the transactions contemplated hereby or by the Ancillary Agreements, other than such declarations, filings, registrations, notices, authorizations, consents have been or approvals (A) which, if not obtained or which made would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iiiB) subject which relate to obtaining the Transferable Permits. (c) To the knowledge of Buyer, there is no reason that it should fail to obtain the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would result in a Buyer Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (the filings and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except as set forth in Schedule 5.3(a), neither Neither the execution, execution and delivery and performance of this Agreement by Buyer nor Dragon Parent and the executionSeller, delivery or the other agreements and performance of documents contemplated hereby to be executed and delivered by Dragon Parent and the Ancillary Agreements by Buyer or any of its Affiliates Seller, nor the consummation by Buyer Dragon Parent and the Seller of the transactions contemplated hereby herein or therein, nor compliance by Dragon Parent and thereby will the Seller with any of the provisions hereof or thereof, shall: (i) conflict with or result in any a breach of any provision provisions of the Articles certificate of Incorporation incorporation, bylaws or Bylaws articles of association (or other similar governing equivalent organizational documents) of Buyer, or any of its Affiliatesthe Company Subsidiaries (collectively, or the “Company Organizational Documents”); (ii) constitute or result in the breach by the Company Subsidiaries of any term, condition or provision of, or constitute a default (under, or give rise to any right of termination, cancellation or accelerationacceleration with respect to any Company Contract; (iii) under result in the creation or imposition of a Lien upon any property or assets of any of the termsCompany Subsidiaries pursuant to any Company Contract; or (iv) subject to receipt by the Seller of the requisite approvals and by the Purchaser of the requisite approvals referred to in the Purchaser Disclosure Letter, conditions violate any Law or provisions of Order applicable to any note, bond, mortgage, indenture, material agreement Company Subsidiaries or other instrument or obligation to which Buyer or any of its Affiliates is a party or by which any of their respective assets may be boundproperties or assets, except for such defaults with respect to clauses (or rights of terminationii), cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a Buyer Material Adverse Effect or (iii) subject to obtaining the Buyer Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, and (iv) as would result in not have a Buyer Company Subsidiary Material Adverse Effect. (b) Except as set forth in Schedule 5.3(b) (Other than the filings PRC Antitrust Clearance and approvals referred to in such Schedule are collectively referred to as the "Buyer Required Regulatory PRC Change of Ownership Approvals"), no consent or approval of, filing with, or notice to, from any Governmental Authority is necessary required to be obtained by the Company Subsidiaries for Buyer's execution and delivery of this Agreement and the Ancillary Agreements or the consummation by Buyer of the transactions contemplated hereby and thereby, other than such consents, approvals, filings or notices, which, by this Agreement that if not obtained or made, will not (i) prevent Buyer from performing its obligations under this Agreement and the Ancillary Agreements or (ii) result in would have a Buyer Company Subsidiary Material Adverse EffectEffect on the ability and ongoing operation of the Company Subsidiaries. (c) Other than as disclosed in Section 3.4(c) of the Seller Disclosure Letter, or pursuant to the third-party consents required hereunder, no consent from any lending bank or top ten (10) customers and top ten (10) suppliers of the Company Subsidiaries taken as a whole as of the date of the Most Recent Balance Sheet is required to be obtained by the Dragon Parent or the Seller or the Company Subsidiaries for the consummation by the Seller of the transactions contemplated by this Agreement. (d) Other than as disclosed in Section 3.4(d) of the Seller Disclosure Letter, all material filings, registrations, publications and other formalities required by applicable laws to be delivered or made by the Company Subsidiaries to the Registration Authorities have been duly delivered or made on a timely basis.