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

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (a) conflict with any provision of CMPI's articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The (a) Except as set forth in Schedule 5.3(a), and subject to obtaining Buyer Required Regulatory Approvals, neither the execution and delivery of this Agreement, Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the Certificate of incorporation Incorporation or bylaws; Bylaws (bor other similar governing documents) require any consentof Buyer, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material agreement or other instrument or obligation to which CMPI Buyer or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or whichwhich would not, individually or in the aggregate, have a material adverse effect on the business, assets, operations or condition (financial or otherwise) of Buyer ("Buyer Material Adverse Effect") or (iii) violate any law, regulation, order, judgment or decree applicable to Buyer, which violations, individually or in the aggregate, would not (i) result in create a CMPI 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"), (ii) materially impair no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for Buyer's execution and delivery of this Agreement, or the ability consummation by Buyer of CMPI the transactions contemplated hereby, other than such consents, approvals, filings or any of its Subsidiaries to perform notices, which, if not obtained or made, will not prevent Buyer from performing its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and Neither the execution, delivery or performance of this Agreement, Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and nor compliance by the performance by CMPI Company with any of its obligations hereunder the provisions hereof will not: (a) conflict with or result in any breach of any provision of CMPI's articles the respective Articles of incorporation Organization or bylaws; Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) Consent of any governmental or regulatory authority or agency (a "Governmental Authority")authority, except for (i) in connection with the applicable requirements of the Securities Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after approval of, the Effective Time in connection with transactions respective Commissioners of CMPI Insurance of the same nature Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as are contemplated hereby may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, ("Customary Post-Closing Consents"vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (iivii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any third party other than a Governmental AuthorityDefault relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, Default (yas defined in Section 9.10) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement Contract (as defined in Section 9.10) or other instrument or obligation Permit (as defined in Section 9.10) to which CMPI the Company or any of its Subsidiaries is a party or by which CMPI or any of its the Company Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses Defaults as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would which are not (i) result in reasonably likely to have a CMPI Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (iias defined in Section 9.10) materially impair or Law applicable to the ability of CMPI Company or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Company Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled respective assets, except for violations which are not reasonably likely to appraisal, dissenters' or similar rightshave a Company Material Adverse Effect.

Consents and Approvals; No Violation. The (a) Except as set forth on Schedule 4.3(a), subject to obtaining or making all Seller's Required Regulatory Approvals, neither the execution and delivery by Seller of this Agreement, Agreement and the Additional Agreements to which it is a party nor the consummation by Seller of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder or thereby will not: (ai) conflict with or result in any breach of any provision of CMPI's the certificate or articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements bylaws of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Seller; (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material agreement or other instrument or obligation to which CMPI or any of its Subsidiaries Seller is a party or by which CMPI it, or any of its Subsidiaries or any of their respective properties or assets the Purchased Assets, may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite consents, approvals or waivers have been, or consents will be prior to the Closing obtained, or which would not, individually or in the aggregate, have been obtained a Material Adverse Effect; or which(iii) constitute violations of any Law, order, judgment or decree applicable to Seller, which violations, individually or in the aggregate, would not have a Material Adverse Effect. (b) Except for consents, approvals, filings and notices (i) result in a CMPI Material Adverse Effect, required under the HSR Act or (ii) set forth on Schedule 4.3(b) (the consents, approvals, filings and notices referred to in clause (ii) of this sentence are collectively referred to herein as the "Seller's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery by Seller of this Agreement and the Additional Agreements to which it is a party or the consummation by Seller of the transactions contemplated hereby or thereby, other than (i) such consents, approvals, filings and notices which, if not obtained or made, would not materially impair the Seller's ability of CMPI or any of its Subsidiaries to perform its material obligations under this Agreement or such Additional Agreements; (iiiii) prevent such consents, approvals, filings and notices which become applicable to Seller or the consummation of any Purchased Assets as a result of the transactions contemplated by this Agreement; status of Buyer (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (eAffiliates) or as a result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim other facts that specifically relate to the business or change of any kind activities in which Buyer ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement Affiliates) is or instrument proposes to be engaged; and (iii) such consents, approvals, filings and notices, the failure of which CMPI to obtain or any of its Subsidiaries is make would not, individually or in the aggregate, have a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsMaterial Adverse Effect.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI each of its OCG and Merger Sub of their respective obligations hereunder will not: (a) conflict with any provision of CMPI's the respective certificate or articles of incorporation or bylawsbylaws of OCG or Merger Sub; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state securities or blue sky laws, laws and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI OCG or any of its Subsidiaries to perform its obligations under this Agreement or (zy) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI OCG or any of its Subsidiaries is a party or by which CMPI OCG or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI OCG or any of its Subsidiaries to perform its obligations under this Agreement or (iiiii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI OCG or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of OCG or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI OCG or any of its Subsidiaries is a party or by which CMPI OCG or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI OCG or any of its Subsidiaries being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (a) Except as set forth in Schedule 4.3(a), and subject to obtaining any DLC Required Regulatory Approvals, neither the execution, delivery and performance of this Agreement by DLC nor the execution, delivery and performance by DLC of the Ancillary Agreements will (i) conflict with or result in any breach of any provision of CMPI's articles the Articles of incorporation Incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification toBylaws of DLC, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material agreement or other instrument or obligation to which CMPI or any of its Subsidiaries DLC is a party or by which CMPI it, or any of its Subsidiaries or any of their respective properties or assets the DLC Nuclear Assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or whichthat would not, individually or in the aggregate, create a Material Adverse Effect; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to DLC, which violations, individually or in the aggregate, would not (i) result in create a CMPI Material Adverse Effect. (b) Other than the Required Regulatory Approvals set forth in Schedule 4.3(b) (the "DLC Required Regulatory Approvals"), (ii) materially impair no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the ability execution and delivery of CMPI this Agreement, or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any by DLC of the transactions contemplated by this Agreement; thereby, other than (di) violate the provisions of any ordersuch consents, writapprovals, injunctionfilings or notices which, judgmentif not obtained or made, decreewill not prevent DLC from performing its material obligations hereunder and (ii) such consents, statuteapprovals, rule filings or regulation notices which become applicable to CMPI DLC or any the DLC Nuclear Assets as a result of its Subsidiaries; the specific regulatory status of Specified FE Subsidiaries (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (fAffiliates) or as a result in any holder of any securities other facts that specifically relate to the business or activities in which Specified FE Subsidiaries (or any of CMPI being entitled their Affiliates) is or proposes to appraisal, dissenters' or similar rightsbe engaged.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Wave of its obligations hereunder will not: (a) subject to receipt of the Wave Stockholders’ Approval and other approvals as expressly contemplated by Section 7.11(b), conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Wave or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries, in each case as amended; (b) subject to obtaining the Wave Stockholders’ Approval, the filing of the Georgia Articles of Merger with the Secretary of State of Georgia, and other approvals as expressly contemplated by Section 7.11(b), require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Wave Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Wave Material Adverse Effect, (yii) materially impair the ability of CMPI Wave or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Wave Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Wave or any of its Subsidiaries is a party or by which CMPI Wave or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Wave Material Adverse Effect, (ii) materially impair the ability of CMPI Wave or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Wave or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Wave or material assets of CMPI or any of its Subsidiaries (other than Stone and its Subsidiaries after the Effective Time) under any agreement or instrument to which CMPI Wave or any of its Subsidiaries is a party or by which CMPI Wave or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Wave being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI each Parent Party of its obligations hereunder will not: (a) subject to obtaining the Parent Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Parent or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Parent Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Parent Disclosure Letter, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Parent Material Adverse Effect, (yii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Parent Disclosure Letter, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Parent Material Adverse Effect, (ii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Parent or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Parent or material assets of CMPI or any of its Subsidiaries (other than Target and its Subsidiaries after the Effective Time) under any agreement or instrument to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their materials respective properties or assets is bound; or (f) result in any holder of any securities of CMPI Parent being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Breitling of its obligations hereunder and thereunder will not: (a) conflict with any provision of CMPI's articles of incorporation O&G’s or bylawsRoyalties’s organizational documents; (b) except as set forth in Section 2.3(b) of the Breitling Disclosure Schedule, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time Closing in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents") ”), or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits Permits that would not (xA) result in a CMPI Breitling Material Adverse Effect, (yB) materially impair the ability of CMPI Breitling to perform its obligations under this Agreement or any Ancillary Agreement or (zC) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 2.3(c) of the Breitling Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries Breitling is a party or by which CMPI Breitling or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Breitling Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries Breitling to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) except as set forth in Section 2.3(d) of the Breitling Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its SubsidiariesBreitling; (e) except as set forth in Section 2.3(e) of the Breitling Disclosure Schedule, result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI or any of its Subsidiaries Breitling under any agreement or instrument to which CMPI or any of its Subsidiaries Breitling is a party or by which CMPI Breitling or any of its Subsidiaries properties or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI Breitling being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI the Company of its obligations hereunder and thereunder will not: (a) conflict with any provision of CMPI's the articles of incorporation or bylaws, as amended, of the Company or the organizational documents of any of its Subsidiaries; (b) require any consent, waiver, approval, order, authorization or permit Permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for any applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 3.4(b) of the Company Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits Permits that would not (xA) result in a CMPI Company Material Adverse Effect, (yB) materially impair the ability of CMPI the Company or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (zC) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 3.4(c) of the Company Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI the Company or any of its Subsidiaries is a party or by which CMPI the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Company Material Adverse Effect, (ii) materially impair the ability of CMPI the Company or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) except as set forth in Section 3.4(c) of the Company Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI the Company or any of its Subsidiaries; (e) except as set forth in Section 3.4(c) of the Company Disclosure Schedule, result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of the Company or material assets of CMPI or any equity interests of its Subsidiaries under any agreement or instrument to which CMPI the Company or any of its Subsidiaries is a party or by which CMPI the Company or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI the Company being entitled to appraisal, appraisal or dissenters' or ’ similar rights.

Consents and Approvals; No Violation. The Neither the execution ------------------------------------ and delivery of this Agreement, Agreement by BCPM nor the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the charter and by-laws of incorporation BCPM or bylaws; the Partnership Agreement; (bii) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority")body, except for applicable requirements of (A) pursuant to the Securities Act and the Exchange Act or the rules and requirements of 1933any national securities exchange or the National Association of Securities Dealers, as amended Inc., (B) the "Securities filing of a (1) amendments or amendments and restatements of the certificate of limited partnershihp of each of the Partnership and BCPOP and (2) the Certificate of Merger pursuant to the Delaware Act"), (C) filings under state securities laws or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI maintaining the good standing and qualification of the same nature as are contemplated hereby Corporation following the Effective Time, ("Customary Post-Closing Consents"D) HSR filings, if any or (iiE) any third party other than a Governmental Authoritywhere the failure to obtain such consent, other than approval, authorization or permit, or to make such non-Governmental Authority third party consentsfiling or notification, waivers, approvals, orders, authorizations and permits that would not in the aggregate have a material adverse effect on BCPM; (xiii) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries BCPM is a party or by which CMPI it or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration, or losses as to ) which requisite waivers or consents have been obtained or which, individually or in the aggregate, aggregate would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement material adverse effect on BCPM; or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (div) violate the provisions of any order, writ, injunction, decree, judgment, decreeordinance, statute, rule or regulation applicable to CMPI BCPM or any of its Subsidiaries; properties or businesses, except for violations (eother than of orders, writs, injunctions or decrees) result which would not in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or aggregate have a material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsadverse effect on BCPM.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Stone of its obligations hereunder will not: (a) subject to receipt of the Stone Stockholders’ Approval, conflict with any provision of CMPI's articles Stone’s certificate of incorporation or bylawsbylaws or the certificate of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries, in each case as amended; (b) subject to obtaining the Stone Stockholders’ Approval and filing of the Delaware Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Stone Disclosure Schedule and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) except as set forth in Section 4.4(b) of the Stone Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Stone Material Adverse Effect, (yii) materially impair the ability of CMPI Stone or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Stone Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Stone or any of its Subsidiaries is a party or by which CMPI Stone or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Stone Material Adverse Effect, (ii) materially impair the ability of CMPI Stone or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Stone or any Subsidiary of its SubsidiariesStone; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Lien upon any shares of capital stock or material properties or assets of CMPI Stone or any of its Subsidiaries under any agreement or instrument to which CMPI Stone or any of its Subsidiaries is a party or by which CMPI Stone or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Stone being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Dynegy of its obligations hereunder will not: (a) subject to obtaining the Dynegy Stockholders' Approval as contemplated by Section 8.12, conflict with any provision of CMPIDynegy's articles certificate of incorporation or bylawsbylaws or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Dynegy Stockholders' Approval as contemplated by Section 8.12, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, : (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements (x) required regulatory approvals listed in Section 5.4(b) of the Securities Act of 1933, as amended Dynegy Disclosure Schedule and (the "Securities Act"), state securities or blue sky laws, and y) approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary PostCUSTOMARY POST-Closing ConsentsCLOSING CONSENTS") or ), or (ii) except as listed in Section 5.4(b) of the Dynegy Disclosure Schedule, any third party other than a Governmental Authority, other than such 24 26 non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Dynegy Material Adverse Effect, (y) materially impair the ability of CMPI Dynegy or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreementhereby and thereby; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, purchase, first refusal, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Dynegy or any of its Subsidiaries is a party or by which CMPI Dynegy or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Dynegy Material Adverse Effect, (ii) materially impair the ability of CMPI Dynegy or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated hereby and thereby. Solely for this Section 5.4(c), an obligation by this AgreementDynegy to dispose of (and resulting disposal of) any of its ownership interests in any or all of the Dynegy Qualifying Facilities will not be deemed to be a Dynegy Material Adverse Effect; (d) violate the provisions of any material order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Dynegy or any Subsidiary of its SubsidiariesDynegy; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Dynegy or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI Dynegy or any of its Subsidiaries is a party or by which CMPI Dynegy or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Dynegy being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Stockholders’ Approval, conflict with any provision of CMPI's articles Target’s certificate of incorporation or bylawsbylaws or the certificate of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries, in each case as amended; (b) subject to obtaining the Target Stockholders’ Approval and filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934 (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Target Disclosure Schedule and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) except as set forth in Section 4.4(b) of the Target Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Target Material Adverse Effect, (yii) materially impair the ability of CMPI Target or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Target Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Target Material Adverse Effect, (ii) materially impair the ability of CMPI Target or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Target or any Subsidiary of its SubsidiariesTarget; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Lien upon any shares of capital stock or material properties or assets of CMPI Target or any of its Subsidiaries under any agreement or instrument to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) except as set forth in Section 3.5, result in any holder of any securities of CMPI Target being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The (a) Other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution and delivery of this AgreementAgreement and the Related Agreements by the Buyer, the consummation purchase by the Buyer of the transactions contemplated hereby and Related Assets or the Company Common Stock, the assumption by the Buyer of the Assumed Obligations pursuant to this Agreement nor performance by CMPI of its obligations hereunder under the Related Agreements will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the Certificate of incorporation Incorporation or bylaws; By-Laws (bor other similar governing documents) of the Buyer, (ii) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency authority, (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xiii) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, agreement agreement, lease or other instrument or obligation to which CMPI the Buyer or any of its Subsidiaries subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not obtained. (b) Except for (i) result the “no-action” letter or exemptive order described in a CMPI Material Adverse EffectSection 8.2(h)(i) and Section 8.2(h)(ii), (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or exemptive order described in Section 8.2(h)(iii), (iii) prevent the filings by the Buyer required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, (iv) the approval of the Public Service Commission of the transfer of the West Virginia Gas Distribution Business and the Tariff Restructuring, and (v) the consent of the Federal Communications Commission to the assignment and transfer, as applicable, of the radio station licenses set forth on Schedule 5.21(b) hereto (the filings and approvals referred to in clauses (i) through (v) are collectively referred to as the “Buyer Required Regulatory Approvals”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of any governmental or regulatory body or authority is necessary for the consummation of any by the Buyer of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party hereby or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsthe Related Agreements.

Consents and Approvals; No Violation. The Neither the ------------------------------------ execution and delivery of this AgreementAgreement by the Corporation, BCP GP Inc. or BCP L.P. nor the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the charter or by-laws of incorporation the Corporation or bylaws; BCP GP Inc. or the Partnership Agreement of BCP L.P.; (bii) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority")body, except for applicable requirements of (A) pursuant to the Securities Act and the Exchange Act or the rules and requirements of 1933any national securities exchange or the National Association of Securities Dealers, as amended Inc., (B) the "Securities filing of a (1) amendments or amendments and restatements of the certificate of limited partnership of each of the Partnership and BCPOP, and (2) the Certificate of Merger, pursuant to the Delaware Act"), (C) filings under state securities laws or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI maintaining the good standing and qualification of the same nature as are contemplated hereby Corporation, BCP GP Inc. and BCP L.P. following the Effective Time, ("Customary Post-Closing Consents"D) HSR filings, if any, or (iiE) any third party other than a Governmental Authoritywhere the failure to obtain such consent, other than approval, authorization or permit, or to make such non-Governmental Authority third party consentsfiling or notification, waivers, approvals, orders, authorizations and permits that would not in the aggregate have a material adverse effect on the Corporation and its subsidiaries taken as a whole; (xiii) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries the Corporation, BCP GP Inc. or BCP L.P. is a party or by which CMPI or any of its Subsidiaries they or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration, or losses as to ) which requisite waivers or consents have been obtained or which, individually or in the aggregate, aggregate would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair material adverse effect on the ability of CMPI or any of Corporation and its Subsidiaries to perform its obligations under this Agreement subsidiaries taken as a whole; or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (div) violate the provisions of any order, writ, injunction, decree, judgment, decreeordinance, statute, rule or regulation applicable to CMPI the Corporation, BCP GP Inc. or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries BCP L.P. or any of their materials assets is bound; or properties or businesses, except for violations (fother than of orders, writs, injunctions or decrees) result which would not in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsthe aggregate have a material adverse effect on the Corporation and its subsidiaries taken as a whole.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Target or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Target Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Target Disclosure Letter and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) except as set forth in Section 4.4(b) of the Target Disclosure Letter, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Target Material Adverse Effect, (yii) materially impair the ability of CMPI Target to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Target Disclosure Letter, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target, or any of its Subsidiaries Subsidiaries, is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Target Material Adverse Effect, (ii) materially impair the ability of CMPI Target or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Target or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI Target or any of its Subsidiaries under any agreement or instrument to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their materials respective properties or assets is bound; or (f) except as set forth in Section 3.6, result in any holder of any securities of CMPI Target being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement, Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (a) conflict with or result in any breach of any provision of CMPI's articles the Certificate of incorporation Incorporation or bylaws; By-Laws of the Company, (b) except as set forth on SCHEDULE 3.4(b), require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority")authority, except for (i) in connection with the applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) pursuant to the applicable requirements of the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (iv) as may be required by any third party other than a Governmental Authorityapplicable state corporation, other than securities or "blue sky" laws or state takeover laws or (v) where the failure to obtain such non-Governmental Authority third party consents, waivers, approvals, ordersauthorizations or permits, authorizations and permits that or to make such filings or notifications, would not (x) result in have a CMPI Company Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) except as set forth on SCHEDULE 3.4(c), result in any a violation of or the breach of of, or constitute a default (with or without due notice or lapse of or time or both) under, a default (or give rise to any right of termination, cancellation or acceleration or guaranteed payments lien or a loss of a material benefit under, other charge or encumbrance) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries the Company is a party or by which CMPI it or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, breaches and defaults (or rights of termination, cancellation or acceleration, acceleration or losses liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, which would not (i) result in have a CMPI Company Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to CMPI the Company or any of its Subsidiaries; (e) result in the creation of any lienassets, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to except for violations which CMPI or any of its Subsidiaries is would not have a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsCompany Material Adverse Effect.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI each Parent Party of its obligations hereunder will not: (a) subject to obtaining the Parent Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Parent or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Parent Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Parent Disclosure Letter, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Parent Material Adverse Effect, (yii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Parent Disclosure Letter, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Parent Material Adverse Effect, (ii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Parent or any of its Subsidiaries; (e) except as set forth in Section 5.4(e) of the Parent Disclosure Letter, result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Parent or material assets of CMPI or any of its Subsidiaries (other than Target and its Subsidiaries after the Effective Time) under any agreement or instrument to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their materials respective properties or assets is bound; or (f) result in any holder of any securities of CMPI Parent being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI each Parent Party of its obligations hereunder will not: (a) subject to receipt of the Parent Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Parent or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Parent Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Parent Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Parent Material Adverse Effect, (yii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Parent Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Parent Material Adverse Effect, (ii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Parent or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Parent or material assets of CMPI or any of its Subsidiaries (other than Target and its Subsidiaries after the Effective Time) under any agreement or instrument to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Parent being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (a) Except as set forth in Schedule 8.3(a), and subject to obtaining any Mon Power Required Regulatory Approvals and those waivers, consents, approvals and other instruments set forth on Schedule 10.2(b), neither the execution, delivery and performance by Mon Power of this Agreement nor the execution, delivery and performance by Mon Power of the Ancillary Agreements to which Mon Power is a signatory will (i) conflict with or result in any breach of any provision of CMPI's articles the Articles of incorporation Incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification toBylaws of Mon Power, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material agreement or other instrument or obligation to which CMPI or any of its Subsidiaries Mon Power is a party or by which CMPI Mon Power, or any of its Subsidiaries or any of their respective properties or assets the Mon Power Phase One Assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or whichthat would not, individually or in the aggregate, create a Material Adverse Effect; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to Mon Power, which violations, individually or in the aggregate, would not create a Material Adverse Effect. (b) Except as set forth in Schedule 8.3(b) (the filings and approvals referred to in Schedule 8.3(b) are collectively referred to as “Mon Power Required Regulatory Approvals”), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery of this Agreement, or the consummation by Mon Power of the transactions contemplated hereby, other than (i) result in a CMPI Material Adverse Effectsuch consents, approvals, filings or notices that, if not obtained or made, will not prevent Mon Power from performing its material obligations hereunder and (ii) materially impair such consents, approvals, filings or notices that become applicable to Mon Power or the ability Mon Power Phase One Assets as a result of CMPI the specific regulatory status of AE Supply (or any of its Subsidiaries to perform its obligations under this Agreement Affiliates) or (iii) prevent the consummation as a result of any of other facts that specifically relate to the transactions contemplated by this Agreement; business or activities in which AE Supply (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (eAffiliates) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim is or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument proposes to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsbe engaged.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement, Agreement or the consummation other MIC Documents nor the performance by MIC of the transactions contemplated hereby and the performance by CMPI or thereby conflicts with or results in any breach of its obligations hereunder will not: (a) conflict with any provision of CMPIMIC's articles certificate of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority")by-laws, except for applicable requirements as set forth on Schedule 6.1(d) of the Securities Act of 1933MIC Disclosure Schedules, as amended (the "Securities Act")violates, state securities conflicts with, constitutes a material breach or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a material breach or default) under, or give results in or gives rise to any a right of terminationtermination of, cancellation or acceleration accelerates the performance required by, or guaranteed payments results in the creation of any lien or a loss other encumbrance upon any of a material benefit under, the Acquired Assets or the properties of the U.S. LMR Distribution Business under any of the terms, conditions or provisions of any note, leasebond, mortgage, indenture, deed of trust, license, agreement lease, contract, agreement, or other obligation or instrument or obligation to which CMPI or any of its Subsidiaries MIC is a party or by which CMPI the Acquired Assets or any of its Subsidiaries or any of their respective properties or assets may be the U.S. LMR Distribution Business is bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in have a CMPI Material Adverse EffectEffect on the Acquired Assets or the U.S. LMR Distribution Business, require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (ii"Governmental Entity"), or other third party except (A) filings required under the Hart-Xxxxx- Rodixx Xxx (B) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business or would materially delay or impair the ability of CMPI MIC to consummate the transactions contemplated hereby, or (C) third party consents, approvals, authorizations, permits, filings or notifications which if not obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business, or violates any statute, rule, regulation, order or decree of any Governmental Entity by which MIC or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI Parent, Xxxxx Merger Sub or Reading Merger Sub of its their respective obligations hereunder will not: (a) a. conflict with any provision of CMPI's the articles of incorporation or bylawsbylaws of Parent, Xxxxx Merger Sub or Reading Merger Sub or the articles of incorporation or bylaws (or other similar organizational documents) of any of their Subsidiaries; (b) b. subject to obtaining Parent Stockholders' Approval as contemplated by Section 8.11 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state securities or blue sky laws, laws and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Post- Closing Consents") Consents or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Parent Material Adverse Effect, (y) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) c. result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Parent Material Adverse Effect, (ii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) d. violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Parent or any of its Subsidiaries; (e) e. result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Parent or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) f. result in any holder of any securities of CMPI Parent being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution (a) Except as set forth in Section 4.3(a) of the Seller Disclosure Schedule, and other than obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, the execution, delivery and performance of this Agreement, Agreement and the Interest Holder Agreement by Seller and the consummation by Seller of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder thereby will not: not (ai) conflict with or result in any breach of any provision of CMPI's the articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification tobylaws of Seller, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement violation or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with or without notice or lapse of time time, or both) under, or give rise to any right of termination, cancellation or acceleration of any obligation or guaranteed payments or a to loss of a material benefit under, under any of the terms, conditions or provisions of any notePermit, lease, mortgage, license, agreement Contract or other instrument or obligation to which CMPI Seller or any of its Subsidiaries the Partnership is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be boundbound or (iii) violate or breach any law, except order, injunction, decree, statute, rule or regulation applicable to Seller or the Partnership, except, in the case of clauses (ii) and (iii) above, for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, losses of benefits or losses as breaches which would not have or be reasonably expected to which requisite waivers or consents have been obtained or whichhave, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect. (b) Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule and except for 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 (the filings and approvals referred to in Section 4.3(b) of the Seller Disclosure Schedule and above are collectively referred to as the “Seller Required Regulatory Approvals”), no material declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority (iiother than the Permits and Environmental Permits) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent is necessary for the consummation of any by Seller of the transactions contemplated by this Agreement or the Interest Holder Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI such Crusader Parent Entity of its obligations hereunder will not: (a) conflict with any provision of CMPI's articles of incorporation or bylaws;such Crusader Parent Entity’s (other than Crusader Management Parent) organizational documents; or (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission thereof or other governmental or regulatory authority or agency (a "“Governmental Authority"”), except for applicable requirements any required filings under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time Closing in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits Permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI such Crusader Parent Entity to perform its obligations under this Agreement or (z) any Parent Ancillary Agreement or prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsTransactions.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Target or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Target Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Target Disclosure Letter and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) except as set forth in Section 4.4(b) of the Target Disclosure Letter, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Target Material Adverse Effect, (yii) materially impair the ability of CMPI Target to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Target Disclosure Letter, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target, or any of its Subsidiaries Subsidiaries, is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Target Material Adverse Effect, (ii) materially impair the ability of CMPI Target or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Target or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI Target or any of its Subsidiaries under any agreement or instrument to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their materials respective properties or assets is bound; or (f) result in any holder of any securities of CMPI Target being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI Bellwether of its obligations hereunder will not: (a) subject to the obtaining the Bellwether Stockholders' Approval and other approvals as expressly contemplated by Section 7.13(b), conflict with any provision of CMPIBellwether's articles certificate of incorporation or bylawsbylaws or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Bellwether Stockholders' Approval and other approvals as expressly contemplated by Section 7.13(b), require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Bellwether Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Bellwether Material Adverse Effect, (yii) materially impair the ability of CMPI Bellwether or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Voting Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this Agreement; (c) except as set forth in Section 5.4(c) of the Bellwether Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Bellwether or any of its Subsidiaries is a party or by which CMPI Bellwether or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Bellwether Material Adverse Effect, (ii) materially impair the ability of CMPI Bellwether or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI each of its USDCC and Merger Sub of their respective obligations hereunder will not: (a) conflict with any provision of CMPI's the respective certificate or articles of incorporation or bylawsbylaws of USDCC or Merger Sub; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby laws and ("c) Customary Post-Closing Consents") Consents or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI USDCC or any of its Subsidiaries to perform its obligations under this Agreement or (zy) prevent the consummation of any of the transactions contemplated by this Agreement; (cd) 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI USDCC or any of its Subsidiaries is a party or by which CMPI USDCC or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI USDCC or any of its Subsidiaries to perform its obligations under this Agreement or (iiiii) prevent the consummation of any of the transactions contemplated by this Agreement; (de) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI USDCC or any of its Subsidiaries; (ef) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of USDCC or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI USDCC or any of its Subsidiaries is a party or by which CMPI USDCC or any of its Subsidiaries or any of their materials properties or assets is bound; or (fg) result in any holder of any securities of CMPI USDCC or any of its Subsidiaries being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution (a) Except as set forth in Section 4.3(a) of the Seller Disclosure Schedule, and other than obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, the execution, delivery and performance of this Agreement, Agreement by Seller and the consummation by Seller of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: not (ai) conflict with or result in any breach of any provision of CMPI's the articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification tobylaws of Seller, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement violation or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with or without notice or lapse of time time, or both) under, or give rise to any right of termination, cancellation or acceleration of any obligation or guaranteed payments or a to loss of a material benefit under, under any of the terms, conditions or provisions of any notePermit, lease, mortgage, license, agreement Contract or other instrument or obligation to which CMPI Seller or any of its Subsidiaries the Partnership is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be boundbound or (iii) violate or breach any law, except order, injunction, decree, statute, rule or regulation applicable to Seller or the Partnership, except, in the case of clauses (ii) and (iii) above, for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, losses of benefits or losses as breaches which would not have or be reasonably expected to which requisite waivers or consents have been obtained or whichhave, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect. (b) Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule (the filings and approvals referred to in Section 4.3(b) of the Seller Disclosure Schedule are collectively referred to as the “Seller Required Regulatory Approvals”), no material declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority (iiother than the Permits and Environmental Permits) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent is necessary for the consummation of any by Seller of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (a) Except as set forth in Schedule 7.3(a), and subject to obtaining any AE Supply Required Regulatory Approvals and those waivers, consents, approvals and other instruments set forth on Schedules 10.3(b) and 10.6(a), neither the execution, delivery and performance of this Agreement by AE Supply nor the execution, delivery and performance by AE Supply of the Ancillary Agreements to which it is a party will (i) conflict with or result in any breach of any provision of CMPI's articles the organizational documents of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification toAE Supply, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material agreement or other instrument or obligation to which CMPI or any of its Subsidiaries AE Supply is a party or by which CMPI it, or any of its Subsidiaries the AE Supply Phase One Assets or any of their respective properties or assets the AE Supply Phase Two Assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or whichthat would not, individually or in the aggregate, create a Material Adverse Effect; or (iii) constitute violations of any law, regulation, order, judgment or decree applicable to AE Supply, which violations, individually or in the aggregate, would not (i) result in create a CMPI Material Adverse Effect. (b) Except as set forth in Schedule 7.3(b) (the filings and approvals referred to in Schedule 7.3(b) are collectively referred to as the “AE Supply Required Regulatory Approvals”), (ii) materially impair no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the ability execution and delivery of CMPI or any of its Subsidiaries to perform its obligations under this Agreement by AE Supply, or (iii) prevent the consummation of any by AE Supply of the transactions contemplated by this Agreement; hereby, other than (di) violate the provisions of any ordersuch consents, writapprovals, injunctionfilings or notices that, judgmentif not obtained or made, decreewill not prevent AE Supply from performing its material obligations hereunder and (ii) such consents, statuteapprovals, rule filings or regulation notices that become applicable to CMPI AE Supply or any the AE Supply Phase One Assets or the AE Supply Phase Two Assets as a result of its Subsidiaries; the specific regulatory status of Mon Power (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (fAffiliates) or as a result in any holder of any securities other facts that specifically relate to the business or activities in Mon Power (or any of CMPI being entitled their Affiliates) is or proposes to appraisal, dissenters' or similar rightsbe engaged.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement, Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and will (except as disclosed by the performance by CMPI Company on Schedule 3.6): 3.6.1 subject to the obtaining of its obligations hereunder will not: (a) any requisite approval of the Company's stockholders, conflict with any provision of CMPIthe Certificate of Incorporation or Bylaws of the Company or the charter documents of the Company's articles of incorporation or bylawssubsidiaries; (b) 3.6.2 require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any court, administrative agency or commission or other governmental authority domestic or regulatory authority or agency foreign (a "Governmental AuthorityEntity"), except for applicable requirements of (i) in connection with the Securities Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of 1933l976, as amended (the "Securities HSR Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authoritypursuant to the Exchange Act and the rules and regulations thereunder, other than (iii) pursuant to state laws relating to takeovers and state securities laws, (iv) the filing of the Merger Certificate pursuant to the DGCL, or (v) where the failures to obtain such non-Governmental Authority third party consents, waivers, approvals, ordersauthorizations or permits, authorizations and permits that or to make such filings or notifications, would not (x) in the aggregate have a Material Adverse Effect; 3.6.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its subsidiaries, except for violations which, in the aggregate, would not have a Material Adverse Effect; or 3.6.4 result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement agreement, permit or other instrument or obligation obligations to which CMPI the Company or any of its Subsidiaries subsidiaries is a party or by which CMPI the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI Belco of its obligations hereunder will not: (a) subject to obtaining the Belco Stockholders' Approval as contemplated by Section 7.11 hereof, conflict with any provision of CMPI's the articles of incorporation or bylawsbylaws of Belco or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Belco Stockholders' Approval as contemplated by Section 7.11 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for (i) applicable requirements of the Securities Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), (ii) the filing of the Nevada Articles of Merger with the Nevada Secretary of State and the Delaware Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Registration Statement and the Proxy Statement/Prospectus (as each is defined in Section 4.21 hereof) with the SEC in accordance with the Exchange Act of 1934, as amended (the "Exchange Act"), (iv) such consents, approvals, orders, authorizations and regulations, declarations and filings as may be required under applicable state securities or blue sky laws, and approvals that are ministerial in nature and (v) such governmental or tribal consents, qualifications or filings as are customarily obtained from Governmental Authorities after or made following the Effective Time transfer of interests in connection with transactions of CMPI of the same nature as are contemplated hereby oil and gas properties ("Customary Post-Post Closing Consents") and (vi) approvals and registrations that, if not obtained or (ii) any third party other than a Governmental Authoritymade, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in be reasonably expected to have a CMPI Belco Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) except as set forth in Section 4.4(c) of the Belco Disclosure Schedule, result in any violation of or the breach of or constitute a default (with or without notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of terminationforfeiture, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI Seagull of its obligations hereunder will not: (a) subject to the obtaining the Seagull Stockholders' Approval as contemplated by Section 7.13 hereof, conflict with any provision of CMPI's the articles of incorporation or bylawsbylaws of Seagull or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Seagull Stockholders' Approval as contemplated by Section 7.13 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, laws, rules or regulations administered by the APUC and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Seagull Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental nonGovernmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Seagull Material Adverse Effect, (yii) materially impair the ability of CMPI Seagull or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this Agreement; (c) except as set forth in Section 5.4(c) of the Seagull Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, 30 license, agreement or other instrument or obligation to which CMPI Seagull or any of its Subsidiaries is a party or by which CMPI Seagull or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Seagull Material Adverse Effect, (ii) materially impair the ability of CMPI Seagull or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Seagull or any Subsidiary of its SubsidiariesSeagull; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Seagull or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI Seagull or any of its Subsidiaries is a party or by which CMPI Seagull or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Seagull being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The (a) Assuming the truth and accuracy of the representations and warranties set forth in Section 5.07(a), the execution and delivery of this AgreementAgreement and the Ancillary Agreements to which it is a party by the Blocker do not, and the performance by the Blocker of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the performance by CMPI of its obligations hereunder Blocker will not: (a) conflict with any provision of CMPI's articles of incorporation or bylaws; (b) , require the Blocker to obtain any consent, waiver, approval, orderclearance, authorization or permit of, or registration, to make any filing with or notification toto (“Consents”), any judicial, legislative, executive, regulatory or administrative authority, agency, commission, department, office, board, bureau, court or other governmental entity, authority or instrumentality, whether local, state, provincial, domestic, foreign or supranational (“Governmental Authority”) or any other Person, except (i) for compliance with the applicable requirements, if any, of the HSR Act, (ii) for the filing of the Blocker Certificate of Merger with the Secretary of State of the State of Delaware, (iii) for the Consents set forth in Schedule 4.06, (iv) for Consents that are required solely by reason of Parent’s, Merger Sub 1’s or Merger Sub 2’s (as opposed to any other Person’s) participation in the transactions contemplated hereby (which Consents shall be solely the responsibility of Parent, Merger Sub 1 and Merger Sub 2) and (v) for those Consents, the failure of which to be obtained or made would not reasonably be expected to be material to the Blocker, the Company and its Subsidiaries, taken as a whole. (b) The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Blocker do not, and the performance by the Blocker of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by the Blocker will not, (i) any governmental conflict with or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements violate the Organizational Documents of the Securities Act of 1933Blocker, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) assuming receipt of the Consents of Governmental Authorities referred to in Section 3.04(a) and Section 4.06(a), conflict with or violate any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair Law or Order applicable to the ability of CMPI to perform its obligations under this Agreement Blocker or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (ciii) result in any violation of or the breach of of, or constitute a default (or an event that with notice or lapse of time or bothboth would constitute a default) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation Contract to which CMPI or any of its Subsidiaries the Blocker is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be boundparty, except for such violationsexcept, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, case of clauses (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or and (iii) prevent above, for such conflicts, violations, breaches or defaults that would not reasonably be expected to be material to the consummation of any of Blocker, the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of Company and its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is taken as a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightswhole.

Consents and Approvals; No Violation. (a) The execution execution, delivery and delivery performance by the Company of this Agreement, Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company do not and will not require the performance by CMPI Company or any of its obligations hereunder will not: (a) conflict with any provision of CMPI's articles of incorporation Subsidiaries to procure, make or bylaws; (b) require provide prior to the Closing Date any consent, waiver, approval, order, authorization or permit of, or registrationaction by, filing with or notification toto any United States or foreign national or supranational, state or local governmental or regulatory agency, commission, court, body, entity or authority or any public or private arbitrator or arbitral body (each, a “Governmental Entity”), other than (i) the filing of the Articles of Merger, (ii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and any governmental or regulatory authority or agency applicable Antitrust and Foreign Investment Laws, (a "Governmental Authority"), except for iii) compliance with the applicable requirements of the Securities Act Exchange Act, including the filing with the SEC of 1933, a proxy statement relating to the Company Shareholder Approval (as amended or supplemented from time to time, the “Proxy Statement”), and (iv) compliance with the rules and regulations of NYSE (the "Securities Act"foregoing clauses (i) through (iv), state securities or blue sky lawscollectively, the “Company Approvals”), and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authorityany consent, other than such non-Governmental Authority third party consentsapproval, waiversauthorization, approvalspermit, ordersaction, authorizations and permits that filing or notification the failure of which to make or obtain would not (xA) result reasonably be expected to have, individually or in the aggregate, a CMPI Company Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement Effect or (zB) prevent or materially delay the consummation of any the Merger. (b) Assuming compliance with the matters referenced in Section 3.4(a) and receipt of the Company Approvals and the Company Shareholder Approval, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement; hereby, do not and will not (ci) result in any violation of contravene or conflict with the breach of organizational or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any governing documents of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Company or any of its Subsidiaries is Subsidiaries, (ii) contravene or conflict with or constitute a party violation of any provision of any Law binding on or by which CMPI applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be boundassets, except for such violations, breaches, defaults(iii) result in any violation of, or rights default (with or without notice or lapse of time, or both) under, or give rise to a right of payment, approval, notice, amendment, modification, termination, cancellation or acceleration of any material obligation, or to the loss of a material benefit, under any Company Material Contract binding on the Company or any of its Subsidiaries (or require a consent relating to the foregoing), or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company, other than, in the case of the foregoing clauses (ii), (iii) and (iv), any such contravention, conflict, violation, default, termination, cancellation, acceleration, right, loss, or losses as Lien that would not reasonably be expected to which requisite waivers or consents have been obtained or whichhave, individually or in the aggregate, would not (i) result in a CMPI Company Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI each Parent Party of its obligations hereunder will not: (a) subject to receipt of the Parent Stockholders’ Approval, conflict with any provision of CMPI's articles the Certificate of incorporation Formation or bylawsBylaws, as amended, of Parent or the Certificates of Incorporation or Bylaws (or other similar organizational documents) of any of Parent’s Subsidiaries; (b) subject to obtaining the Parent Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI publication of the same nature as are contemplated hereby ("Readmission Document to be compiled in accordance with the provisions of the AIM Rules and the notification of the Merger in accordance with the AIM Rules and Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Parent Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Parent Material Adverse Effect, (yii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Parent Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (iA) result in a CMPI Parent Material Adverse Effect, (iiB) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iiiC) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Parent or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Parent or material assets of CMPI or any of its Subsidiaries (other than Target and its Subsidiaries after the Effective Time) under any agreement or instrument to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Parent being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement, Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and will (except as disclosed by the performance by CMPI Company on Schedule 3.6): 3.6.1 subject to the obtaining of its obligations hereunder will not: (a) any requisite approval of the Company's stockholders, conflict with any provision of CMPIthe Certificate of Incorporation or Bylaws of the Company or the charter documents of the Company's articles of incorporation or bylawssubsidiaries; (b) 3.6.2 require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any court, administrative agency or commission or other governmental authority domestic or regulatory authority or agency foreign (a "Governmental AuthorityEntity"), except for applicable requirements of (i) in connection with the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authoritypursuant to the Exchange Act and the rules and regulations thereunder, other than (iii) pursuant to state laws relating to takeovers and state securities laws, (iv) the filing of the Merger Certificate pursuant to the DGCL, or (v) where the failures to obtain such non-Governmental Authority third party consents, waivers, approvals, ordersauthorizations or permits, authorizations and permits that or to make such filings or notifications, would not (x) in the aggregate have a Material Adverse Effect; 3.6.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or its subsidiaries, except for violations which, in the aggregate, would not have a Material Adverse Effect; or 3.6.4 result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement agreement, permit or other instrument or obligation obligations to which CMPI the Company or any of its Subsidiaries subsidiaries is a party or by which CMPI the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI OEI of its obligations hereunder will not: (a) subject to the obtaining of any requisite approvals of OEI's stockholders as contemplated by Section 7.13 hereof, conflict with any provision of CMPIOEI's articles certificate of incorporation or bylawsbylaws or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to the obtaining of any requisite approvals of OEI's stockholders as contemplated by Section 7.13 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Hart-Xxxxx- Xxdixx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, laws, rules or regulations administered by the Alaska Public Utilities Commission ("APUC"), except as set forth in Section 4.4(b) of the OEI Disclosure Schedule and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) except as set forth in Section 4.4(b) of the OEI Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI an OEI Material Adverse Effect, (yii) materially impair the ability of CMPI OEI or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this Agreement; (c) except as set forth in Section 4.4(c) of the OEI Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI OEI or any of its Subsidiaries is a party or by which CMPI OEI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI an OEI Material Adverse Effect, (ii) materially impair the ability of CMPI OEI or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI OEI or any Subsidiary of its SubsidiariesOEI; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Lien upon any shares of capital stock or material properties or assets of CMPI OEI or any of its Subsidiaries under any agreement or instrument to which CMPI OEI or any of its Subsidiaries is a party or by which CMPI OEI or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) except as set forth in Section 4.4(f) of the OEI Disclosure Schedule, result in any holder of any securities of CMPI OEI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution Except as set forth in Section 3.6 of the Company Disclosure Letter and subject to obtaining the Company Stockholder Approval, neither the execution, delivery and performance by the Company of this Agreement, Agreement or any of the Ancillary Documents nor the consummation by the Company of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: or thereby will: (ai) violate, conflict with or result in a breach of any provision of CMPI's articles the Certificate of incorporation Incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements By-Laws of the Securities Act Company or of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions any of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or its Subsidiaries; (ii) violate any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair Laws applicable to the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI Company or any of its Subsidiaries or any of their respective properties or assets may be boundassets, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (iiii) result in a CMPI Material Adverse Effectbreach of any provision of, constitute a default (iior an event which, with notice or lapse of time or both, would constitute a default) materially under, or impair the ability of CMPI Company's rights or any of its Subsidiaries to perform its alter the rights or obligations under this Agreement or (iii) prevent the consummation of any third party under, or give to others any rights of the transactions contemplated by this Agreement; (d) violate the provisions of any ordertermination, writamendment, injunctionacceleration or cancellation of, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Encumbrance upon any shares of capital stock the material properties or material assets of CMPI the Company or any of its Subsidiaries under any agreement Company Material Contract (as defined in Section 3.19), except for any of the foregoing matters specified in the foregoing clause which, individually or instrument in the aggregate, would not reasonably be expected to which CMPI have a Company Material Adverse Effect; or (iv) other than: (A) the filings provided for in Section 1.3 hereof, (B) the filings required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act, any applicable state securities or "blue sky" Laws or the rules and regulations of the NYSE and (C) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx") xx xxy applicable foreign or supranational antitrust and competition Laws, require any consent, approval, order or authorization of, or declaration, filing or registration with, any Governmental Entity or any other Person, the lack of its Subsidiaries is which, individually or in the aggregate, would reasonably be expected to have a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsCompany Material Adverse Effect.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI SPHI of its obligations hereunder will not: (a) conflict with any provision of CMPI's SPHI’s articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "“Governmental Authority"”), except for applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI SPHI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI SPHI Material Adverse Effect, (y) materially impair the ability of CMPI SPHI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI SPHI or any of its Subsidiaries is a party or by which CMPI SPHI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI SPHI Material Adverse Effect, (ii) materially impair the ability of CMPI SPHI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI SPHI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Grande Holdings, the Grande Holdings Investor and Grande Operating of its their obligations hereunder and thereunder will not: (a) subject to receipt of the Grande Holdings Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylawsbylaws or similar governing documents, in each case as amended through the date hereof, of Grande Holdings, the Grande Holdings Investor or Grande Operating; (b) subject to obtaining the Grande Holdings Stockholders’ Approval, require Grande Holdings, the Grande Holdings Investor or Grande Operating to obtain any consent, waiver, approval, order, authorization or permit of, or registrationmake a registration with, filing with or notification toto nor breach any requirements applicable to Grande Holdings, the Grande Holdings Investor or Grande Operating of: (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for the Post-Closing Consents and except with respect to applicable requirements of (A) the HSR Act, (B) the Securities Act, (C) the Exchange Act and (D) the Communications Act, the FCC and the Telecom Regulatory Authorities, and (E) the Cable Regulatory Authorities, but in the case of 1933, as amended clauses (the "Securities Act"D) through (E), state securities or blue sky lawsinclusive, and approvals that are ministerial only to the extent identified in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI Section 4.4(b)(i) of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Grande Disclosure Schedule; or (ii) except as set forth in Section 4.4(b)(ii) of the Grande Disclosure Schedule, any third party Person other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits permits, or registrations, filing or notices, that if not obtained or made would not reasonably be expected, in the aggregate, to (xA) result in a CMPI Grande Material Adverse Effect, (yB) materially impair the ability of CMPI Grande Holdings, the Grande Holdings Investor or Grande Operating, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (zC) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Grande Disclosure Schedule, 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 of, guaranteed payment or guaranteed payments or a loss of a material benefit under, or change in, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation Contract to which CMPI Grande Holdings, the Grande Holdings Investor or any of its Subsidiaries Grande Operating is a party or by which CMPI Grande Holdings, the Grande Holdings Investor or any of its Subsidiaries Grande Operating or any of their respective properties or assets may be bound, or any right of any Person to cause any of the foregoing, except for such violations, breaches, defaults, or rights any of termination, cancellation or acceleration, or losses the foregoing as to which requisite waivers or consents have been obtained or will be obtained prior to Closing or which, individually or in the aggregate, would not reasonably be expected to (i) result in a CMPI Grande Material Adverse Effect, (ii) materially impair the ability of CMPI Grande Holdings, the Grande Holdings Investor or any of its Subsidiaries Grande Operating to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule Court Order or regulation other Law applicable to CMPI Grande Holdings, the Grande Holdings Investor or any of its Subsidiaries;Grande Operating; or (e) result in the imposition or creation of any lien, mortgage, pledge, security interest, encumbrance, claim Encumbrance upon or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or with respect to any of its Subsidiaries the Grande Operating Common Stock or following the Conversion, the Membership Interests, under any agreement Contract of Grande Holdings, the Grande Holdings Investor or instrument Grande Operating or upon or with respect to which CMPI any asset of Grande Holdings, the Grande Holdings Investor or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsGrande Operating.

Consents and Approvals; No Violation. The (a) Neither the execution and delivery of this Agreement, Agreement by Foundation nor the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) violate or conflict with or result in any breach of any provision of CMPI's articles the Foundation Certificate of incorporation Incorporation or bylaws; the Foundation Bylaws, (bii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iv) of Section 3.4(b) have been obtained, and all filings described in such clauses have been made, conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity (“Law”) applicable to Foundation or any of its Subsidiaries or by which any of their respective assets are bound, (iii) assuming the nominations or appointments of directors contemplated by Section 1.4(a)(iii)(B) are effective, violate, conflict with or result in a breach of, or (other than as contemplated under Section 5.13, Section 5.14 or Section 5.15) require any consent, waiver, approval, order, authorization waiver or permit ofapproval under, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation cancellation, modification or acceleration (or guaranteed payments an event that, with the giving of notice, the passage of time or otherwise, would constitute a loss of a material benefit default or give rise to any such right) under, any of the terms, conditions or provisions of any note, leasebond, mortgage, lease, license, agreement agreement, contract, indenture or other instrument or obligation (“Contract”) to which CMPI Foundation or any of its Subsidiaries is a party or by which CMPI Foundation or any of its Subsidiaries or any of their respective properties or assets may be are bound, or (iv) other than as contemplated under Section 5.13, Section 5.14 or Section 5.15, result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of Foundation or any of its Subsidiaries, except for such violationsin the case of clauses (ii), breaches(iii) and (iv), defaults, as would not have or rights of termination, cancellation or acceleration, or losses as reasonably be expected to which requisite waivers or consents have been obtained or whichhave, individually or in the aggregate, would a Foundation Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Foundation and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”), except (i) result in a CMPI Material Adverse Effectthe pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) materially impair the ability filing with the SEC of CMPI (x) a proxy statement/prospectus relating to the Foundation Special Meeting (such proxy statement/prospectus, together with the proxy statement relating to the Alpha Special Meeting, in each case as amended or any supplemented from time to time, the “Joint Proxy Statement”), and (y) such other reports and filings as are required under the Securities Exchange Act of its Subsidiaries to perform its obligations under this Agreement or 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (iii) prevent the consummation of any filing of the transactions contemplated Certificate of Merger with the Secretary of State required by this Agreement; the DGCL, (div) violate such governmental consents, qualifications or filings as are customarily obtained or made in connection with the provisions transfer of interests or the change of control of ownership in coal mining properties, including notices and consents relating to or in connection with mining, reclamation and environmental Permits, in each case under the applicable Laws of West Virginia, Pennsylvania, Virginia, Kentucky, Wyoming, Utah, Illinois or Indiana and (v) any ordersuch consent, writapproval, injunctionauthorization, judgmentpermit, decreefiling, statuteor notification the failure of which to make or obtain would not have or reasonably be expected to have, rule individually or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lienaggregate, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsFoundation Material Adverse Effect.

Consents and Approvals; No Violation. The (a) Other than obtaining the Buyer Required Regulatory Approvals and the Seller Required Regulatory Approvals, neither the execution and delivery of this AgreementAgreement and the Related Agreements by the Buyer, the consummation purchase by the Buyer of the transactions contemplated hereby and Related Assets or the Company Common Stock, the assumption by the Buyer of the Assumed Obligations pursuant to this Agreement nor performance by CMPI of its obligations hereunder under the Related Agreements will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the Certificate of incorporation Incorporation or bylaws; By-Laws (bor other similar governing documents) of the Buyer, (ii) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency authority, (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xiii) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, agreement agreement, lease or other instrument or obligation to which CMPI the Buyer or any of its Subsidiaries subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not obtained. (b) Except for (i) result the "no-action" letter or exemptive order described in a CMPI Material Adverse EffectSection 8.2(h)(i) and Section 8.2(h)(ii), (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or exemptive order described in Section 8.2(h)(iii), (iii) prevent the filings by the Buyer required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, (iv) the approval of the Public Service Commission of the transfer of the West Virginia Gas Distribution Business and the Tariff Restructuring, and (v) the consent of the Federal Communications Commission to the assignment and transfer, as applicable, of the radio station licenses set forth on Schedule 5.21(b) hereto (the filings and approvals referred to in clauses (i) through (v) are collectively referred to as the "Buyer Required Regulatory Approvals"), no declaration, filing or ----------------------------------- registration with, or notice to, or authorization, consent or approval of any governmental or regulatory body or authority is necessary for the consummation of any by the Buyer of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party hereby or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsthe Related Agreements.

Consents and Approvals; No Violation. The execution and delivery of this AgreementAgreement and the Operating Entity Ancillary Agreements, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI such Crusader Operating Entity of its obligations hereunder and thereunder will not: (a) conflict with any provision of CMPI's articles of incorporation or bylawssuch Crusader Operating Entity’s organizational documents; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial except as set forth in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI Section 3.4(b) of the same nature as are contemplated hereby ("Crusader Disclosure Schedule and except for Customary Post-Post Closing Consents") Consents or (ii) except as set forth in Section 3.4(b) of the Crusader Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits Permits that would not (xA) result in a CMPI Crusader Material Adverse Effect, (yB) materially impair the ability of CMPI such Crusader Operating Entity to perform its obligations under this Agreement or any Operating Entity Ancillary Agreement or (zC) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 3.4(c) of the Crusader Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries such Crusader Operating Entity is a party or by which CMPI such Crusader Operating Entity or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Crusader Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries such Crusader Operating Entity to perform its their obligations under this Agreement or any Operating Entity Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) except as set forth in Section 3.4(d) of the Crusader Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiariessuch Crusader Operating Entity; (e) except as set forth in Section 3.4(e) of the Crusader Disclosure Schedule, result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI or any of its Subsidiaries such Crusader Operating Entity under any agreement or instrument to which CMPI or any of its Subsidiaries such Crusader Operating Entity is a party or by which CMPI such Crusader Operating Entity or any of its Subsidiaries properties or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI such Crusader Operating Entity being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Stockholders’ Approval, conflict with any provision of CMPI's articles Target’s certificate of incorporation or bylaws, as amended, of Target or the certificate of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Target Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934 (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Target Disclosure Schedule and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) except as set forth in Section 4.4(b) of the Target Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Target Material Adverse Effect, (yii) materially impair the ability of CMPI Target or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Target Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target, or any of its Subsidiaries Subsidiaries, is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Target Material Adverse Effect, (ii) materially impair the ability of CMPI Target or any of its Subsidiaries to perform its their obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) except as set forth in Section 4.4(d) of the Target Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Target or any of its Subsidiaries; (e) except as set forth in Section 4.4(e) of the Target Disclosure Schedule, result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI Target or any of its Subsidiaries under any agreement or instrument to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) except as set forth in Section 4.4(f) of the Target Disclosure Schedule, result in any holder of any securities of CMPI Target being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Stockholders’ Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Target or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Target Stockholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Target Disclosure Letter and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("“Customary Post-Closing Consents"”) or (ii) except as set forth in Section 4.4(b) of the Target Disclosure Letter, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Target Material Adverse Effect, (yii) materially impair the ability of CMPI Target to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Target Disclosure Letter, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target, or any of its Subsidiaries Subsidiaries, is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Target Material Adverse Effect, (ii) materially impair the ability of CMPI Target or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Target or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI Target or any of its Subsidiaries under any agreement or instrument to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their materials respective properties or assets is bound; or (f) result in any holder of any securities of CMPI Target being entitled to appraisal, dissenters' ’ or similar rights.

Consents and Approvals; No Violation. The (a) Except as set forth on Schedule 4.3(a), subject to obtaining or making all Seller's Required Regulatory Approvals, neither the execution and delivery by Seller of this Agreement, Agreement and the Additional Agreements to which it is a party nor the consummation by Seller of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder thereby will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the certificate of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements bylaws of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Seller; (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material agreement or other instrument or obligation to which CMPI or any of its Subsidiaries Seller is a party or by which CMPI it, or any of its Subsidiaries or any of their respective properties or assets the Purchased Assets, 24 ______________________________________________________________________________ may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration, or losses ) as to which requisite consents, approvals or waivers have been, or consents will be prior to the Closing obtained, or which would not, individually or in the aggregate, have been obtained a Material Adverse Effect; or which(iii) constitute a violation of any Law, order, judgment or decree applicable to Seller which violation, individually or in the aggregate, would not have a Material Adverse Effect. (b) Except for consents, approvals, filings and notices (i) result in a CMPI Material Adverse Effect, required under the HSR Act or (ii) set forth on Schedule 4.3(b) (the consents, approvals, filings and notices referred to in clause (ii) of this sentence are collectively referred to herein as the "Seller's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery by Seller of this Agreement and the Additional Agreements to which it is a party or the consummation by Seller of the transactions contemplated hereby or thereby, other than (i) such consents, approvals, filings and notices which, if not obtained or made, would not materially impair the Seller's ability of CMPI or any of its Subsidiaries to perform its material obligations under this Agreement or such Additional Agreements or to own the Purchased Assets; (iiiii) prevent such consents, approvals, filings and notices which become applicable to Seller or the consummation of any Purchased Assets as a result of the transactions contemplated by this Agreement; status of Buyer (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (eAffiliates) or as a result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim other facts that specifically relate to the business or change of any kind activities in which Buyer ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement Affiliates) is or instrument proposes to be engaged; and (iii) such consents, approvals, filings and notices, the failure of which CMPI to obtain or any of its Subsidiaries is make would not, individually or in the aggregate, have a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsMaterial Adverse Effect.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI of Bargx xx its obligations hereunder will not: (a) subject to the obtaining of any requisite approvals of Bargx'x xxxckholders as contemplated by Section 7.13, conflict with any provision of CMPI's Bargx'x xxxicles of incorporation or bylaws or the articles of incorporation or bylawsbylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to the obtaining of any requisite approvals of Bargx'x xxxckholders as contemplated by Section 7.13, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental AuthorityGOVERNMENTAL AUTHORITY"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Bargx Xxxclosure Schedule and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary PostCUSTOMARY POST-Closing ConsentsCLOSING CONSENTS") or (ii) except as set forth in Section 4.4(b) of the Bargx Xxxclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Material Bargx Xxxerial Adverse Effect, (yii) materially impair the ability of CMPI Bargx xx any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Voting Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this Agreement; (c) except as set forth in Section 4.4(c) of the Bargx Xxxclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The (a) Except as set forth on Schedule 5.3(a), and subject to obtaining or making all Buyer's Required Regulatory Approvals, neither the execution and delivery by Buyer of this Agreement, Agreement and the Additional Agreements to which it is a party nor the consummation by Buyer of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder thereby will not: (ai) conflict with or result in any breach of any provision of CMPI's the articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements bylaws of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Buyer; (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss result in the imposition of a material benefit under, lien on any of its assets) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, agreement agreement, lease or other instrument or obligation to which CMPI or any of its Subsidiaries Buyer is a party or by which CMPI Buyer or any of its Subsidiaries or any of their respective properties or and assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation cancellation, acceleration or acceleration, or losses resulting liens) as to which requisite consents, approvals or waivers or consents have been obtained or whichwill be prior to the Closing obtained, or which are not reasonably expected to, individually or in the aggregate, would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement ; or (iii) prevent violate any Law, order, judgment or decree applicable to Buyer or its assets, which violation, individually or in the aggregate, is not reasonably expected to result in a Material Adverse Effect (b) Except for consents, approvals, filings and notices set forth on Schedule 5.3(b) (such consents, approvals, filings and notices referred are collectively referred to herein as 29 the "Buyer's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery by Buyer of this Agreement and the Additional Agreements to which it is a party or the consummation of any by Buyer of the transactions contemplated hereby or thereby, other than such consents, approvals, filings or notices which, if not obtained or made, are not reasonably expected to have a Material Adverse Effect on Buyer's ability to consummate the transactions contemplated hereby or by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable Additional Agreement to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singularwhich it is a party, or "Liens," if plural) upon any shares of capital stock to perform its material obligations hereunder or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsthereunder.

Consents and Approvals; No Violation. The Neither the execution and ------------------------------------ delivery of this Agreement, Agreement by it nor the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) conflict with or result in any breach of any provision of CMPI's articles the Agreement of incorporation Limited Partnership or bylaws; the Certificate of Limited Partnership of PCMC; (bii) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority")body, except for applicable requirements of (A) pursuant to the Securities Act and the Exchange Act or the rules and requirements of 1933any national securities exchange or the National Association of Securities Dealers, as amended Inc., (B) the "Securities Act")filing of certificates of merger pursuant to the Delaware RULPA, (C) filings under the state securities laws or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions maintaining the good standing and qualification of CMPI of Merger LP and the same nature as are contemplated hereby Corporation following the Effective Time, ("Customary PostD) Xxxx-Closing Consents") Xxxxx- Xxxxxx Premerger Notification Act filings, if any, or (iiE) any third party other than a Governmental Authoritywhere the failure to obtain such consent, other than approval, authorization or permit, or to make such non-Governmental Authority third party consentsfiling or notification, waivers, approvals, orders, authorizations and permits that would not in the aggregate have a material adverse effect on PCMC; (xiii) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, acceleration) under any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI PCMC or any of its Subsidiaries subsidiaries is a party or by which CMPI they or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration, or losses as to ) which requisite waivers or consents have been obtained or which, individually or in the aggregate, aggregate would not (i) result in have a CMPI Material Adverse Effectmaterial adverse effect on PCMC, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement subsidiaries; or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (div) violate the provisions of any order, writ, injunction, decree, judgment, decreeordinance, statute, rule or regulation applicable to CMPI PCMC or any of its Subsidiaries; properties or businesses, except for violations (eother than of orders, writs, injunctions or decrees) result which would not in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or aggregate have a material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsadverse effect on PCMC.

Consents and Approvals; No Violation. The None of the execution and delivery of this AgreementAgreement by the Company, the consummation by the Company of the transactions contemplated hereby and or compliance by the performance by CMPI Company with any of its obligations hereunder the provisions hereof will not: (ai) conflict with or result in a breach of any provision of CMPI's articles the respective charters or Bylaws (or similar governing documents) of incorporation the Company or bylaws; any Subsidiary, (bii) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental court or other governmental, administrative or regulatory authority authority, agency, commission, body or agency other governmental entity (a "Governmental AuthorityEntity"), by the Company or any Subsidiary except for applicable requirements of (A) pursuant to the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), certain state securities or "blue sky lawssky" statutes, and approvals that are ministerial in nature the Hart- Scotx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) for filing the Certificate of Merger pursuant to the GCL, and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature (C) novations required under government contracts set forth on Schedule 3.4, (iii) except as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authorityset forth on Schedule 3.4, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (or an event which with notice or lapse of time or bothboth would become a default) under, or give rise to any third party any right of termination, cancellation cancellation, amendment or acceleration or guaranteed payments or a under, result in any loss of a any material benefit under, or result in the creation of a lien or encumbrance on any of the termsassets of the Company or any Subsidiary pursuant to, conditions or provisions of any note, bond, mortgage, indenture, lease, mortgagepermit, franchise, license, agreement or other instrument or obligation to which CMPI the Company or any of its Subsidiaries Subsidiary is a party or by which CMPI the Company or any Subsidiary or any of its Subsidiaries their respective assets may be bound or affected, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule, regulation, permit or license applicable to the Company or any Subsidiary or any of their respective properties or assets may be bound, except for assets; other than (A) such violations, breaches, defaults, or rights of termination, cancellation cancellation, amendment or acceleration, liens and encumbrances, violations and conflicts set forth pursuant to (iii) and (iv) above, and (B) such consents, approvals, authorizations, permits or losses filings, as set forth pursuant to which requisite waivers or consents have been obtained or (ii) above, the failure to obtain which, individually or in the aggregate, have not had and would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Stockholders' Approval, conflict with any provision of CMPITarget's articles certificate of incorporation or bylaws, as amended; (b) subject to obtaining the Target Stockholders' Approval and filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act"), state laws relating to takeovers, if applicable, state securities or blue sky laws, except as set forth in Section 4.4(b) of the Target Disclosure Schedule and except for approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) except as set forth in Section 4.4(b) of the Target Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Target Material Adverse Effect, (yii) materially impair the ability of CMPI Target, to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 4.4(c) of the Target Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Target Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries Target to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) except as set forth in Section 4.4(d) of the Target Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its SubsidiariesTarget; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. No ABRY Party is in default, and with the lapse of time or giving of notice would be in default, under any agreement or instrument to which it is a party or by which any of its properties or assets is bound or affected, which default would reasonably be expected to have (i) a Parent Material Adverse Effect (in the case of a Parent Party) or (ii) an ABRY Material Adverse Effect (in the case of ABRY). The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI each ABRY Party of its their respective obligations hereunder and thereunder will not: (a) conflict with any provision of CMPI's articles the operating agreement (or other similar organizational documents) of incorporation any Parent Party or bylawsthe limited partnership agreement (or other similar organizational documents) of ABRY; (b) require any ABRY Party to obtain any consent, waiver, approval, order, authorization or permit of, or registrationmake a registration with, filing with or notification to, or breach any requirement applicable to such ABRY Party of: (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for the Post-Closing Consents and except with respect to applicable requirements of (A) the Securities Act of 1933Act, as amended (B) the "Securities Exchange Act"), (C) state Laws relating to takeovers, if applicable, state securities or blue sky lawsLaws, (D) the FCC and the Telecom Regulatory Authorities, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after (E) the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Cable Regulatory Authorities; or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not not, in the aggregate, reasonably be expected to (xA) result in a CMPI an ABRY Material Adverse EffectEffect (in the case of ABRY) or a Parent Material Adverse Effect (in the case of a Parent Party), (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (zB) prevent or materially delay the consummation of any of the transactions contemplated by this AgreementTransactions; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation Contract to which CMPI or any of its Subsidiaries ABRY Party is a party or by which CMPI or any of its Subsidiaries ABRY Party or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not reasonably be expected to (i) result in a CMPI ABRY Material Adverse EffectEffect (in the case of ABRY) or a Parent Material Adverse Effect (in the case of a Parent Party), or (ii) prevent or materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent delay the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation Law applicable to CMPI or any of its Subsidiaries;ABRY Party; or (e) result in require a filing or notification to be made by any ABRY Party, Grande Holdings or Grande Operating under the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsHSR Act.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement, the Tax Matters Agreement and the other Ancillary Agreements by THX and Seneca-Upshur, as applicable, nor the consummation by THX and Seneca-Upshur of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder or thereby, will not: (a) violate, conflict with or result in a breach of any provision of CMPI's articles the governing documents of incorporation THX or bylaws; Seneca-Upshur, (b) require any consent, waiver, approval, order, authorization authorization, waiver or permit License of, or registration, filing with or notification to, any third party or Governmental Authority, except (i) any governmental or regulatory authority or agency (a "Governmental Authority")as set forth in Section 4.4 of THX’s Disclosure Schedule, except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, ordersauthorizations or waivers normally obtained after the consummation of transactions of the nature contemplated by this Agreement and the failure to obtain such consent, authorizations and permits that approval, authorization or waiver or License would not (x) result not, individually or in the aggregate, have a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with or without notice or lapse of time or both) conflict with, violate, require consent under, result in a default (or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions acceleration) of any note, lease, mortgage, license, agreement Contract or License other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses than as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would are not (i) result in reasonably expected to have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule rule, or regulation applicable to CMPI THX or Seneca-Upshur or any of its Subsidiaries; (e) result assets, except for violations which, individually or in the creation of any lienaggregate, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument would not reasonably be expected to which CMPI or any of its Subsidiaries is have a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsMaterial Adverse Effect.

Consents and Approvals; No Violation. The Assuming that all consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, the execution and delivery of this AgreementAgreement by FNB does not, and the consummation of the transactions contemplated hereby and compliance with the performance provisions hereof by CMPI of its obligations hereunder FNB will not: , result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation under, or result in the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of FNB under, any provision of CMPI's articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental the FNB Articles or regulatory authority or agency (a "Governmental Authority")the FNB Bylaws, except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental AuthorityContract applicable to FNB or its properties or assets or (iii) any Order or Law applicable to FNB or any of its properties or assets, other than than, in the case of clause (ii) or (iii), any such non-Governmental Authority third party consentsviolations, waiversdefaults, approvals, orders, authorizations and permits rights or Liens that would not (x) result not, individually or in the aggregate, have a CMPI Material Adverse Effect, (y) Effect on FNB or materially impair the ability of CMPI FNB to perform its obligations under this Agreement hereunder or (z) prevent the consummation of any of the transactions contemplated hereby by FNB. 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 FNB in connection with the execution and delivery of this Agreement by FNB or is necessary for the consummation by FNB of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their respective properties or assets may be bound, except for (i) the Specified Regulatory Approvals, and (ii) such violationsother consents, breachesOrders, defaultsauthorizations, or rights registrations, declarations and filings the failure of termination, cancellation or acceleration, or losses as which to which requisite waivers or consents have been be obtained or whichmade would not, individually or in the aggregate, would not (i) result in have a CMPI Material Adverse Effect, (ii) Effect on FNB or materially impair the ability of CMPI or any of its Subsidiaries FNB to perform its obligations under this Agreement hereunder or (iii) prevent the consummation of any of the transactions contemplated hereby by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsFNB.

Consents and Approvals; No Violation. The (a) Neither the execution and delivery of this Agreement, Agreement by Foundation nor the consummation of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) violate or conflict with or result in any breach of any provision of CMPI's articles the Foundation Certificate of incorporation Incorporation or bylaws; the Foundation Bylaws, (bii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iv) of Section 3.4(b) have been obtained, and all filings described in such clauses have been made, conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity ("Law") applicable to Foundation or any of its Subsidiaries or by which any of their respective assets are bound, (iii) assuming the nominations or appointments of directors contemplated by Section 1.4(a)(iii)(B) are effective, violate, conflict with or result in a breach of, or (other than as contemplated under Section 5.13, Section 5.14 or Section 5.15) require any consent, waiver, approval, order, authorization waiver or permit ofapproval under, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation cancellation, modification or acceleration (or guaranteed payments an event that, with the giving of notice, the passage of time or otherwise, would constitute a loss of a material benefit default or give rise to any such right) under, any of the terms, conditions or provisions of any note, leasebond, mortgage, lease, license, agreement agreement, contract, indenture or other instrument or obligation ("Contract") to which CMPI Foundation or any of its Subsidiaries is a party or by which CMPI Foundation or any of its Subsidiaries or any of their respective properties or assets may be are bound, or (iv) other than as contemplated under Section 5.13, Section 5.14 or Section 5.15, result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of Foundation or any of its Subsidiaries, except for such violationsin the case of clauses (ii), breaches(iii) and (iv), defaults, as would not have or rights of termination, cancellation or acceleration, or losses as reasonably be expected to which requisite waivers or consents have been obtained or whichhave, individually or in the aggregate, would a Foundation Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Foundation and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "Governmental Entity"), except (i) result in a CMPI Material Adverse Effectthe pre-merger notification requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) materially impair the ability filing with the SEC of CMPI (x) a proxy statement/prospectus relating to the Foundation Special Meeting (such proxy statement/prospectus, together with the proxy statement relating to the Alpha Special Meeting, in each case as amended or any supplemented from time to time, the "Joint Proxy Statement"), and (y) such other reports and filings as are required under the Securities Exchange Act of its Subsidiaries to perform its obligations under this Agreement or 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (iii) prevent the consummation of any filing of the transactions contemplated Certificate of Merger with the Secretary of State required by this Agreement; the DGCL, (div) violate such governmental consents, qualifications or filings as are customarily obtained or made in connection with the provisions transfer of interests or the change of control of ownership in coal mining properties, including notices and consents relating to or in connection with mining, reclamation and environmental Permits, in each case under the applicable Laws of West Virginia, Pennsylvania, Virginia, Kentucky, Wyoming, Utah, Illinois or Indiana and (v) any ordersuch consent, writapproval, injunctionauthorization, judgmentpermit, decreefiling, statuteor notification the failure of which to make or obtain would not have or reasonably be expected to have, rule individually or regulation applicable to CMPI or any of its Subsidiaries; (e) result in the creation of any lienaggregate, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsFoundation Material Adverse Effect.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI Xxxxx of its obligations hereunder will not: (a) a. conflict with any provision of CMPICraig's articles of incorporation or bylawsbylaws or the articles of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) b. subject to obtaining of any requisite approvals of Craig's stockholders as contemplated by Section 8.11 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents"Consents"(C)) or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Xxxxx Material Adverse Effect, (y) materially impair the ability of CMPI Xxxxx or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) c. result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Xxxxx or any of its Subsidiaries is a party or by which CMPI Xxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Xxxxx Material Adverse Effect, (ii) materially impair the ability of CMPI Xxxxx or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) d. violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Xxxxx or any of its Subsidiaries; (e) e. result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material properties or assets of CMPI Xxxxx or any of its Subsidiaries under any agreement or instrument to which CMPI Xxxxx or any of its Subsidiaries is a party or by which CMPI Xxxxx or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) f. result in any holder of any securities of CMPI Xxxxx being entitled to appraisal, dissenters' " or similar rights.

Consents and Approvals; No Violation. The (a) Except as set forth on Schedule 5.3(a), and subject to obtaining or making all Buyer's Required Regulatory Approvals, neither the execution and delivery by Buyer of this Agreement, Agreement and the Additional Agreements to which it is a party nor the consummation by Buyer of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder thereby will not: (ai) conflict with or result in any breach of any provision of CMPI's the articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements bylaws of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Buyer; (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss result in the imposition of a material benefit under, lien on any of its assets) under any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, agreement agreement, lease or other instrument or obligation to which CMPI or any of its Subsidiaries Buyer is a party or by which CMPI Buyer or any of its Subsidiaries or any of their respective properties or and assets may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation cancellation, acceleration or acceleration, or losses resulting liens) as to which requisite consents, approvals or waivers or consents have been obtained or whichwill be prior to the Closing obtained, or which are not reasonably expected to, individually or in the aggregate, would not (i) result in have a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement ; or (iii) prevent violate any Law, order, judgment or decree applicable to Buyer or its assets, which violation, individually or in the aggregate, is not reasonably expected to result in a Material Adverse Effect. (b) Except for consents, approvals, filings and notices set forth on Schedule 5.3(b) (such consents, approvals, filings and notices referred are collectively referred to herein as the "Buyer's Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery by Buyer of this Agreement and the Additional Agreements to which it is a party or the consummation of any by Buyer of the transactions contemplated hereby or thereby, other than such consents, approvals, filings or notices which, if not obtained or made, are not reasonably expected to have a Material Adverse Effect on Buyer's ability to consummate the transactions contemplated hereby or by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable Additional Agreement to CMPI or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singularwhich it is a party, or "Liens," if plural) upon any shares of capital stock to perform its material obligations hereunder or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsthereunder.

Consents and Approvals; No Violation. The execution (a) Except as set forth on Schedule 3.7, neither the execution, ------------ delivery and delivery performance by Standard Pacific of this Agreement, Agreement nor the consummation of the transactions contemplated hereby and including, without limitation, the performance by CMPI of its obligations hereunder will notPre-closing Transfer Transactions, will: (ai) conflict with or violate any provision of CMPI's articles of incorporation or bylaws; (b) require any consentstatute, waiverlaw, approvalrule, regulation, ordinance, order, authorization judgment, award, writ, injunction or permit ofdecree (collectively, "Laws") of any federal, state or registrationlocal government or ---- political subdivision thereof, filing with or notification to, (i) any governmental or regulatory authority agency, authority, entity, commission, court or agency other instrumentality (a "Governmental Authority"), except for applicable requirements (a) to the extent that such conflict or ---------------------- violation would not have a Material Adverse Effect or (b) as would occur solely as a result of the Securities Act identity or the legal or regulatory status of 1933, as amended (the "Securities Act"), state securities HON or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions any of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or its Affiliates. (ii) violate the Certificate of Incorporation or By-laws of Standard Pacific or the Certificate of Incorporation or By-laws of Panel Concepts, (iii) require any third party other than a Consent of, or the registration, declaration or filing of any document or report with or notification to, any Governmental Authority, other than except (a) where the failure to obtain such non-Governmental Authority third party consentsConsent could not reasonably be expected to have a Material Adverse Effect and (b) as would be required solely as a result of the identity or the legal or regulatory status of HON or any of its Affiliates. (iv) violate or conflict with, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with or without due notice or lapse the passage of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of the performance of or guaranteed payments or a the loss of a material benefit under, any of material Contract or material Permit (the termsterms Contract and Permit being hereinafter defined), conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Panel Concepts, Standard Pacific or any of its Subsidiaries subsidiaries is a party to or by to which CMPI or Panel Concepts, Standard Pacific, any of its Subsidiaries subsidiaries or any of their respective properties or assets may be boundare subject, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI or any of its Subsidiaries to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement;or (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (ev) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of Lien on any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsPanel Concepts.

Consents and Approvals; No Violation. The (a) Neither the execution and delivery of this Agreement, Agreement and the Transaction Agreements by Seller nor the consummation by Seller of the transactions contemplated hereby and the performance by CMPI of its obligations hereunder will not: (ai) conflict with or result in any breach of any provision of CMPI's the articles of incorporation or bylaws; (b) require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements by-laws of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") or Seller; (ii) any third party other than a Governmental Authorityexcept as set forth on Schedule 4.3(a)(ii), other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Material Adverse Effect, default under (y) materially impair the ability of CMPI to perform its obligations under this Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration with respect thereto), or guaranteed payments to avoid any such effect will require Seller or any Affiliate to obtain a loss of consent, novation or waiver of, under or with respect to (each a material benefit under“Seller’s Required Third Party Consent”), any of the terms, conditions or provisions of any note, leasebond, mortgage, licenseindenture, material contract, agreement or other instrument or obligation to which CMPI or any of its Subsidiaries Seller is a party or by which CMPI it, or any of its Subsidiaries the Purchased Assets or any of their respective properties or assets the Gasification Real Property, may be bound, except for such violations, breaches, defaults, defaults (or rights of termination, cancellation or acceleration) which, would not, individually or losses as in the aggregate, create a Material Adverse Effect; or (iii) subject to obtaining the Seller’s Required Regulatory Approvals, constitute violations of any law, regulation, order, judgment or decree applicable to Seller, which requisite waivers or consents have been obtained or whichviolations, individually or in the aggregate, would not create a Material Adverse Effect. (b) Except as set forth in Schedule 4.3(b) (the filings and approvals referred to in Schedule 4.3(b) are collectively referred to as the “Seller’s Required Regulatory Approvals”), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery of this Agreement and the Transaction Agreements by Seller or the consummation by Seller of the transactions contemplated hereby or thereby, other than (i) result in a CMPI Material Adverse Effectsuch consents, approvals, filings or notices which, if not obtained or made, will not prevent Seller from performing its material obligations under this Agreement and the Transaction Agreements, and (ii) materially impair such consents, approvals, filings or notices which become applicable to Seller or the ability Purchased Assets or the Gasification Real Property as a result of CMPI the specific regulatory status of the Buyer (or any of its Subsidiaries to perform its obligations under this Agreement Affiliates) or (iii) prevent the consummation as a result of any of other facts that specifically relate to the transactions contemplated by this Agreement; business or activities in which the Buyer (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI or any of its Subsidiaries; (eAffiliates) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim is or change of any kind ("Lien," if singular, or "Liens," if plural) upon any shares of capital stock or material assets of CMPI or any of its Subsidiaries under any agreement or instrument proposes to which CMPI or any of its Subsidiaries is a party or by which CMPI or any of its Subsidiaries or any of their materials assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rightsbe engaged.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby Transactions and the performance by CMPI each Parent Party of its obligations hereunder will not: (a) subject to obtaining the Parent Share Issuance Approval, conflict with any provision of CMPI's articles the certificate of incorporation or bylaws, as amended, of Parent or the certificates of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) subject to obtaining the Parent Share Issuance Approval and the filing of the Certificate of Merger with the Secretary of State of Delaware, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Parent Disclosure Schedule, any third party other than a Governmental Authority, other than such non-non- Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (xi) result in a CMPI Parent Material Adverse Effect, (yii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (ziii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Parent Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Parent Material Adverse Effect, (ii) materially impair the ability of CMPI Parent or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Parent or any of its Subsidiaries; (e) result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim Lien upon any material properties or change of any kind ("Lien," if singular, assets or "Liens," if plural) upon on any shares of capital stock of Parent or material assets of CMPI or any of its Subsidiaries (other than Target and its Subsidiaries after the Effective Time) under any agreement or instrument to which CMPI Parent or any of its Subsidiaries is a party or by which CMPI Parent or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI Parent being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by CMPI Reading of its obligations hereunder will not: (a) a. conflict with any provision of CMPIReading's articles of incorporation or bylawsbylaws or the articles of incorporation or bylaws (or other similar organizational documents) of any of its Subsidiaries; (b) b. subject to obtaining of any requisite approvals of Reading's stockholders as contemplated by Section 8.11 hereof, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Exchange Act"), state securities or blue sky laws, and approvals that are ministerial in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI of the same nature as are contemplated hereby ("Customary Post-Closing Consents") Consents or (ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not (x) result in a CMPI Reading Material Adverse Effect, (y) materially impair the ability of CMPI Reading or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (z) prevent the consummation of any of the transactions contemplated by this Agreement; (c) c. result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Reading or any of its Subsidiaries is a party or by which CMPI Reading or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Reading Material Adverse Effect, (ii) materially impair the ability of CMPI Reading or any of its Subsidiaries to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) d. violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Reading or any of its Subsidiaries; (e) e. result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Lien upon any shares of capital stock or material properties or assets of CMPI Reading or any of its Subsidiaries under any agreement or instrument to which CMPI Reading or any of its Subsidiaries is a party or by which CMPI Reading or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) f. result in any holder of any securities of CMPI Reading being entitled to appraisal, dissenters' or similar rights.

Consents and Approvals; No Violation. The execution and delivery of this AgreementAgreement by Target, the consummation of the transactions contemplated hereby Transactions by Target and the performance by CMPI Target of its obligations hereunder will not: (a) subject to receipt of the Target Shareholders’ Approval, conflict with any provision of CMPI's Target’s articles of incorporation or bylaws, as amended, or other similar organizational documents of any of its Subsidiaries; (b) subject to obtaining the Target Shareholders’ Approval and the filing of the Certificate of Merger with the Secretary of State of Texas, require any consent, waiver, approval, order, authorization or permit of, or registration, filing with or notification to, (i) any governmental or regulatory authority or agency (a "Governmental Authority"), except for applicable requirements of the Securities Act of 1933HSR Act, as amended (the "Securities Act"), the Securities Exchange Act, state laws relating to takeovers, if applicable, state securities or blue sky laws, and approvals that are ministerial except as set forth in nature and are customarily obtained from Governmental Authorities after the Effective Time in connection with transactions of CMPI Section 5.4(b) of the same nature as are contemplated hereby ("Target Disclosure Schedule and except for Customary Post-Closing Consents") Consents or (ii) except as set forth in Section 5.4(b) of the Target Disclosure Schedule, any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits Permits that would not (xi) result impair in a CMPI Material Adverse Effect, (y) materially impair any material respect the ability of CMPI Target or any of its Subsidiaries, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (zii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (c) except as set forth in Section 5.4(c) of the Target Disclosure Schedule, 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 or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any note, lease, mortgage, license, agreement or other instrument or obligation to which CMPI Target, or any of its Subsidiaries Subsidiaries, is a party or by which CMPI Target or any of its Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, would not (i) result in a CMPI Material Adverse Effect, (ii) materially impair the ability of CMPI Target or any of its Subsidiaries to perform its their obligations under this Agreement or any Ancillary Agreement or (iiiii) prevent the consummation of any of the transactions contemplated by this AgreementTransactions; (d) except as set forth in Section 5.4(d) of the Target Disclosure Schedule, violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to CMPI Target or any of its Subsidiaries;; or (e) except as set forth in Section 5.4(e) of the Target Disclosure Schedule, result in the creation of any lien, mortgage, pledge, security interest, encumbrance, claim or change of any kind ("Lien," if singular, or "Liens," if plural) Liens upon any shares of capital stock or material properties or assets of CMPI Target or any of its Subsidiaries under any agreement or instrument to which CMPI Target or any of its Subsidiaries is a party or by which CMPI Target or any of its Subsidiaries or any of their materials properties or assets is bound; or (f) result in any holder of any securities of CMPI being entitled to appraisal, dissenters' or similar rights.