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

Consents and Approvals; No Violation. Neither the execution nor delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) conflict with or result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither To the execution nor delivery knowledge of this Agreement by Parent the Buyer, there is no requirement applicable to the Buyer to make any filing with, or Purchaser nor to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by Parent or Purchaser the Buyer of the transactions contemplated by this Agreement or by the Indemnification Agreement. Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement and the Indemnification Agreement by the Buyer nor the consummation by the Buyer of the transactions contemplated hereby or thereby nor compliance by Parent or Purchaser the Buyer with any of the provisions of this Agreement shall hereof or thereof will (i) conflict with or result in any a breach of any provision the Certificate of Incorporation of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or PurchaserBuyer, (ii) except as may be required by to the Exchange Act or knowledge of the HSR ActBuyer, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation breach of or breach ofdefault, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration under, cancellation, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, lease or other similar instrument or obligation to which Parent or Purchaser the Buyer is a party or by which they or any of their the Buyer's properties or assets may be bound, except for such breaches or defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, or (iviii) assuming compliance with the HSR Act, to the knowledge of the Buyer, violate any material order, judgment, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent or Purchaser the Buyer or any of their the Buyer's properties or assets, except in excluding from the case of foregoing clauses (ii) and (iii) such breaches, defaults and (iv) for violationsviolations which, breaches or defaultsin the aggregate, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementhave a Buyer Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution nor delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) conflict with or result Except as may be set forth in any breach of any provision of the articles or certificates of incorporationMerger Agreement (including, bylawswithout limitation, or similar governing documents of Parent or Purchaser, (ii) except filings as may be required by the Exchange Act or the HSR Actunder applicable securities laws), require any no filing with, or and no permit, authorization, consent, or approval of, any Governmental Entity (except where Authority is necessary for the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability execution of this Agreement by each of Parent or and Purchaser to consummate and the consummation by each of Parent and Purchaser of the transactions contemplated by this Agreement), and (ii) none of the execution and delivery of this Agreement by each of Parent and Purchaser, the consummation by each of Parent and Purchaser of the transactions contemplated by this Agreement or compliance by each of Parent and Purchaser with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent or Purchaser, (iiiB) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent or Purchaser is a party or by which they or any of their properties or assets may be boundparty, or (ivC) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assetsPurchaser, except in the each case of under clauses (iiiA), (B) and or (iv) for violationsC), breaches where the absence of filing or defaultsauthorization, conflict, violation, breach, or rights of termination, amendment, cancellation, or acceleration that default would not materially impair or materially adversely effect the ability of each of Parent or and Purchaser to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

Consents and Approvals; No Violation. Neither the execution nor The execution, delivery and performance of this Agreement by Parent or such Purchaser nor and the consummation by Parent or such Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will not (i) conflict with or result in any breach a violation of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or such Purchaser, ’s organizational documents; (ii) except as may be required by the Exchange Act or the HSR Act, require any filing conflict with, or permitconstitute a default or give to others any rights of termination, authorizationamendment, consent, acceleration or approval cancellation of, any Governmental Entity material agreement, indenture or instrument to which such Purchaser is a party (except where for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the failure to obtain aggregate, result in a Material Adverse Effect on such permits, authorizations, consents, or approvals or to make such filings would not materially impair the Purchaser’s ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), ; or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statutelaw, rule, regulation, order, judgment or regulation decree applicable to Parent or such Purchaser or any of their properties or assetsits Subsidiaries, except for such violations as would not, individually or in the case of clauses (iii) and (iv) for violationsaggregate, breaches result in a Material Adverse Effect on such Purchaser’s ability to consummate the transactions contemplated by this Agreement. Such Purchaser is not required to obtain any consent, authorization or defaultsorder of, or rights make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of terminationits obligations under or contemplated by this Agreement, amendmentexcept where the failure to obtain such consents, cancellationauthorization or orders or to make such filings or registrations would not, individually or acceleration that would not materially impair in the aggregate, result in a Material Adverse Effect on such Purchaser’s ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither None of the execution nor and delivery of this Agreement by Parent or Purchaser nor Note, the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor hereby, or compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereof, will (i) conflict require any consent, waiver, approval, authorization or permit of, or filing with or result in any breach of any provision of the articles or certificates of incorporation, bylawsnotification to, or similar governing documents of Parent or Purchaserany other action by, any Governmental Authority by the Borrower, other than necessary filings on Form 4 with the Commission, (ii) except as violate the certificate of formation or operating agreement of the Borrower, or any Law of any Governmental Authority which may be required by applicable to the Exchange Act or the HSR Act, require any filing withBorrower, or permitby which any of the Borrower's activities, authorizationproperties or assets (including, consent, without limitation the Pledged Shares) may be bound or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, affected or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation violate, breach, or breach ofconflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration or any obligation to pay or result in the imposition of any Encumbrance upon any of the property of the Borrower (including, cancellationwithout limitation, or accelerationthe Pledged Shares)) under under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, licenseEncumbrance, contract, agreement, or other instrument or obligation to which Parent or Purchaser the Borrower is a party or by which they or any of their the Borrower's activities, properties or assets (including, without limitation, the Pledged Shares) may be bound, bound or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementaffected.

Consents and Approvals; No Violation. Neither the execution nor delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) conflict with or result Except as may be set forth in any breach of any provision of the articles or certificates of incorporationMerger Agreement and the Disclosure Letter issued by the Company in connection therewith (including, bylawswithout limitation, or similar governing documents of Parent or Purchaser, (ii) except filings as may be required by under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act or the HSR Act, require any no filing with, or and no permit, authorization, consent, or approval of, any Governmental Entity (except where Authority is necessary for the failure to obtain execution of this Agreement by such permits, authorizations, consents, or approvals or to make Company Shareholder and the consummation by such filings would not materially impair the ability Company Shareholder of Parent or Purchaser to consummate the transactions contemplated by this Agreement), and (ii) none of the execution and delivery of this Agreement by such Company Shareholder, the consummation by such Company Shareholder of the transactions contemplated by this Agreement or compliance by such Company Shareholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of such Company Shareholder, (iiiB) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent or Purchaser such Company Shareholder is a party or by which they or any of their properties or assets may be boundparty, or (ivC) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assetssuch Company Shareholder, except in the each case of under clauses (iiiA), (B) and (iv) for violationsC), breaches where the absence of filing or defaultsauthorization, conflict, violation, breach, or rights of termination, amendment, cancellation, or acceleration that default would not materially impair or adversely affect the ability of Parent or Purchaser such Company Shareholder to consummate the transactions contemplated by this Agreementperform such Company Shareholder’s obligations hereunder.

Consents and Approvals; No Violation. Neither Except as described in the Disclosure Schedule, neither the execution nor and delivery of this Agreement by the Parent or Purchaser and Merger Sub nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement hereby nor compliance by the Parent or Purchaser and Merger Sub with any of the provisions of this Agreement shall (i) hereof will conflict with or result in any breach of any provision of the articles Articles of Incorporation or certificates By-laws of incorporation, bylaws, or similar governing documents of the Parent or Purchaser, (ii) except as may be required by the Exchange Act or the HSR ActMerger Sub, require any filing withconsent, approval, authorization or permit of, or permit, authorization, consent, filing with or approval ofnotification to, any Governmental Entity (Authority, except the filing of Articles of Merger pursuant to the Act, or where the failure to obtain such permitsconsent, authorizationsapproval, consentsauthorization or permit, or approvals or to make such filings filing or notification, would not materially impair in the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement)aggregate have a Material Adverse Effect, (iii) result in a violation or breach of, or constitute material default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, leaseContract, license, contract, agreement, agreement or other instrument or obligation to which the Parent or Purchaser Merger Sub is a party or by which they the Parent, Merger Sub or any of their properties or respective assets may be bound, except for such defaults (or (ivrights of termination, cancellation or acceleration) as to which requisite waivers or consents have been requested or which, in the aggregate, would not have a Material Adverse Effect, result in the creation or imposition of any lien, charge or other encumbrance on the assets of the Parent or Merger Sub, or violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent or Purchaser the Parent, Merger Sub or any of their properties or respective assets, except for violations which would not in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementaggregate have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither There is no requirement applicable to the execution nor delivery of this Agreement by Parent Buyer and the Parent, including under the HSR Act, to make any filing with, or Purchaser nor to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation by Parent or Purchaser the Buyer of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by each of the Buyer and the Parent nor the consummation by each of the Buyer and the Parent of the transactions contemplated hereby nor compliance by each of the Buyer and the Parent or Purchaser with any of the provisions of this Agreement shall hereof will (i) conflict with or result in any a breach or violation of any provision of the articles certificate of incorporation or certificates bylaws of incorporation, bylaws, the Buyer or similar governing documents of Parent or Purchaserthe Parent, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation breach of or breach ofdefault, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration under, cancellation, or acceleration) under any of the terms, conditions, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, lease or other similar material instrument or obligation to which the Buyer or the Parent or Purchaser is a party or by which they or any of their the Buyer’s or the Parent’s properties or assets may be bound, or (iviii) violate any material order, judgment, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to the Buyer and the Parent or Purchaser or any of their the Buyer’s and the Parent’s properties or assets. Other than as provided in this Agreement or the Buyer Documents, except there are no other restrictions which would prevent or delay in any material fashion the case of clauses (iii) Buyer’s and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate Parent’s obligations under the transactions contemplated by this Earnout Agreement.

Consents and Approvals; No Violation. Neither the execution nor and delivery of this Agreement or the Registration Rights Agreement by Parent GREAT, its consummation of the transactions contemplated hereby or Purchaser thereby nor its compliance with any of the consummation by Parent provisions hereof or Purchaser thereof will (a) conflict with or result in the breach of any provision of the Charter Documents; (b) require any consent, approval, order or authorization of, or registration, qualification, designation or filing with or notification to, any governmental or regulatory authority, the failure of which to obtain would have a Material Adverse Effect, except for (i) the filing with the SEC of a Form D and such other documents as may be required in connection with this Agreement and the other Common Shares being issued in the Private Placement, (ii) the filing of such documents with, and the obtaining of orders from, the various state securities authorities that are required in connection with the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any agreement and (iii) the filing of an additional listing application and the listing of the provisions of Purchased Common Shares to be issued pursuant to this Agreement shall and the other Common Shares to be issued in the Private Placement, as contemplated by Section 5.1(c); or (ic) conflict with or result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time or both) a default (or give rise to violate any right of terminationloan agreement, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, lease or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be boundobligation, or (iv) violate any instrument, order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent GREAT or Purchaser its Subsidiaries or any of their respective properties or assetsassets where such conflicts, except breaches, defaults or violations would, in the case of clauses (iii) and (iv) for violationsaggregate, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution nor The execution, delivery and performance of this Agreement by Parent or such Purchaser nor and the consummation by Parent or such Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will not (i) conflict with or result in any breach a violation of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or such Purchaser, 's organizational documents; (ii) except as may be required by the Exchange Act or the HSR Act, require any filing conflict with, or permitconstitute a default or give to others any rights of termination, authorizationamendment, consent, acceleration or approval cancellation of, any Governmental Entity material agreement, indenture or instrument to which such Purchaser is a party (except where for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the failure to obtain aggregate, result in a Material Adverse Effect on such permits, authorizations, consents, or approvals or to make such filings would not materially impair the Purchaser's ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), ; or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statutelaw, rule, regulation, order, judgment or regulation decree applicable to Parent or such Purchaser or any of their properties or assetsits subsidiaries, except for such violations as would not, individually or in the case of clauses (iii) and (iv) for violationsaggregate, breaches result in a Material Adverse Effect on such Purchaser's ability to consummate the transactions contemplated by this Agreement. Such Purchaser is not required to obtain any consent, authorization or defaultsorder of, or rights make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency (other than a Schedule 13D, Form 3 or other filing required by the SEC) in order for it to execute, deliver or perform any of terminationits obligations under or contemplated by this Agreement, amendmentexcept where the failure to obtain such consents, cancellationauthorization or orders or to make such filings or registrations would not, individually or acceleration that would not materially impair in the aggregate, result in a Material Adverse Effect on such Purchaser's ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. (a) Neither the execution nor and delivery of this Agreement by Parent or Purchaser Agreement, nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor Transactions and compliance by Parent with the provisions hereof, result in any violation of, or Purchaser default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any Lien, security interest, charge or encumbrance upon any of the provisions properties or assets of this Agreement shall the Company under, any provision of (i) conflict with the Company Certificate or result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or PurchaserCompany Bylaws, (ii) except as may be required by the Exchange Act any contract or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any other note, bond, mortgage, indenture, guarantee, lease or other evidence of indebtedness, lease, license, contract, agreement, instrument, permit, concession, franchise or other instrument or obligation license applicable to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, the Company or (iviii) violate any judgment, order, writ, injunction, decree, judgment, statute, ruleLaw, ordinance, rule or regulation applicable to Parent or Purchaser the Company or any of their its respective properties or assets, except other than, in the case of clauses (ii) or (iii), any such violations, defaults, rights, Liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the Transactions, except for: (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (ii) such filings relating to the Proxy Statement, if required; (iii) and such filings relating to the HSR Act; (iv) for violationssuch filings relating to NASDAQ; and (v) such other consents, breaches orders, authorizations, registrations, declarations and filings the failure of which to be obtained or defaultsmade would not, individually or rights of terminationin the aggregate, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementhave a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither (a) Except as may be set forth in the execution nor delivery of this Merger Agreement by Parent and in the other schedules, exhibits or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall attachments thereto (i) conflict with or result in any breach of any provision of the articles or certificates of incorporationincluding, bylawswithout limitation, or similar governing documents of Parent or Purchaser, (ii) except filings as may be required by under applicable securities laws) and any filings required under Section 13 or 16 under the Exchange Act or the HSR Act, require any no filing with, or and no permit, authorization, consent, or approval of, any Governmental Entity (except where is necessary for the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair execution of this Agreement by GeoEye and the ability consummation by GeoEye of Parent or Purchaser to consummate the transactions contemplated by this Agreement), and (b) none of the execution and delivery of this Agreement by GeoEye, the consummation by GeoEye of the transactions contemplated by this Agreement or compliance by GeoEye with any of the provisions of this Agreement shall (x) conflict with or result in any breach of the organizational documents of GeoEye, (iiiy) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent or Purchaser GeoEye is a party or by which they or any of their properties or assets may be boundparty, or (ivz) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assetsGeoEye, except in the case of under clauses (iiix), (y) and or (iv) for violationsz), breaches where the absence of filing or defaultsauthorization, conflict, violation, breach, or rights of termination, amendment, cancellation, or acceleration that default would not materially impair or materially adversely affect the ability of Parent GeoEye to perform its obligations hereunder or Purchaser to consummate under the transactions contemplated by this Merger Agreement.

Consents and Approvals; No Violation. Neither (a) Except as set forth in Section 6.3(a) of the Purchaser Disclosure Schedule, none of the execution nor and delivery by the Purchaser of this Agreement by Parent or Purchaser nor the Purchaser’s Documents, the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor hereby or thereby, or the compliance by Parent or the Purchaser with any of the provisions of this Agreement shall (i) hereof or thereof will conflict with with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, payment, amendment, termination or cancellation under any provision of (i) the articles or certificates certificate of incorporation, bylaws, formation and the limited liability agreement (or similar governing documents organizational documents) of Parent or the Purchaser, (ii) except any order of any Governmental Body applicable to the Purchaser or by which any of the properties or assets of the Purchaser are bound, or (iii) any applicable Law. (b) Except (i) as may be set forth in Section 6.3(b) of the Purchaser Disclosure Schedule and (ii) as required by the Exchange Act or to comply with the HSR Act, require any no consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or permit, authorization, consent, or approval ofnotification to, any Governmental Entity (except where Body or other Person nor any other Regulatory Approval is required on the failure to obtain such permitspart of the Purchaser in connection with the execution and delivery of this Agreement or the Purchaser’s Documents, authorizationsthe compliance by the Purchaser with any of the provisions hereof or thereof, consents, or approvals or to make such filings would not materially impair the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby or thereby or the taking by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions Purchaser of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, action contemplated hereby or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementthereby.

Consents and Approvals; No Violation. Neither (a) Except as may be set forth in the execution nor delivery of this Merger Agreement by Parent and in the other schedules, exhibits or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall attachments thereto (i) conflict with or result in any breach of any provision of the articles or certificates of incorporationincluding, bylawswithout limitation, or similar governing documents of Parent or Purchaser, (ii) except filings as may be required by under applicable securities laws) and any filings required under Section 13 or 16 under the Exchange Act or the HSR Act, require any no filing with, or and no permit, authorization, consent, or approval of, any Governmental Entity (except where is necessary for the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair execution of this Agreement by DigitalGlobe and the ability consummation by DigitalGlobe of Parent or Purchaser to consummate the transactions contemplated by this Agreement), and (b) none of the execution and delivery of this Agreement by DigitalGlobe, the consummation by DigitalGlobe of the transactions contemplated by this Agreement or compliance by DigitalGlobe with any of the provisions of this Agreement shall (x) conflict with or result in any breach of the organizational documents of DigitalGlobe, (iiiy) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent or Purchaser DigitalGlobe is a party or by which they or any of their properties or assets may be boundparty, or (ivz) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assetsDigitalGlobe, except in the case of under clauses (iiix), (y) and or (iv) for violationsz), breaches where the absence of filing or defaultsauthorization, conflict, violation, breach, or rights of termination, amendment, cancellation, or acceleration that default would not materially impair or materially adversely affect the ability of Parent DigitalGlobe to perform its obligations hereunder or Purchaser to consummate under the transactions contemplated by this Merger Agreement.

Consents and Approvals; No Violation. Neither the execution nor and delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or and Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will (ia) conflict with or result in any breach of any provision of the articles Certificate of Incorporation or certificates of incorporationthe By-Laws, bylawsrespectively, or similar governing documents of Parent or Purchaser; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) in connection with the applicable requirements of the HSR Act, (ii) except as may be required by pursuant to the applicable requirements of the Exchange Act or the HSR Act, require any (iii) the filing withof the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent is authorized to do business, or permit, authorization, consent, or approval of, any Governmental Entity (except iv) where the failure to obtain such permitsconsent, authorizationsapproval, consentsauthorization or permit, or approvals or to make such filings filing or notification, would not in the aggregate prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), ; (iiic) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, modification or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for such violations, breaches or defaults, and defaults (or rights of termination, amendment, cancellation, modification or acceleration that or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not prevent, materially delay or materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.contem-

Consents and Approvals; No Violation. Neither the The execution nor and delivery of this Agreement by Parent or Purchaser nor the Transaction Agreements do not, and the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor thereby and compliance by Parent with the provisions thereof will not, result in any violation of, or Purchaser default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the provisions properties or assets of this Agreement shall Acquiror or Parent under, any provision of (i) conflict with the Certificate of Incorporation or result in any breach the Bylaws of any provision of Acquiror or the articles or certificates of incorporation, bylaws, or similar governing comparable charter documents of Parent or PurchaserParent, each as amended to date, (ii) except as may be required by the Exchange Act any loan or the HSR Actcredit agreement, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, lease or other evidence of indebtedness, lease, license, contract, agreement, instrument, permit, concession, franchise or other instrument license applicable to Acquiror or obligation to which Parent or Purchaser is a party or by which they or (iii) any of their properties or assets may be boundjudgment, or (iv) violate any order, writ, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to Acquiror or Parent or Purchaser or any of their properties or assets, except other than, in the case of clauses (iiiii) and (iv) for iii), any such violations, breaches or defaults, rights, liens, security interests, charges or rights of terminationencumbrances that, amendmentindividually or in the aggregate, cancellation, or acceleration that would not have a Material Adverse Effect (as hereinafter defined) on Acquiror or Parent, materially impair the ability of Acquiror or Parent to perform its obligations hereunder or Purchaser to consummate prevent the consummation of any of the transactions contemplated by this Agreementthe Transaction Agreements. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state) or foreign court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Acquiror or Parent in connection with the execution and delivery of the Transaction Agreements by Acquiror or Parent or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business and (ii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Acquiror.

Consents and Approvals; No Violation. Neither the execution nor and delivery of this Agreement by Parent or Purchaser and Sub nor the consummation by Parent or Purchaser and Sub of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will (ia) conflict with or result in any breach of any provision of the articles its certificate of incorporation or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser(b) violate, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing conflict with, constitute a default (or permitan event which, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both, would constitute a default) a default (or give rise to any right of termination, amendment, cancellationunder, or acceleration) under result in the termination of, or accelerate the performance required by, or result in the creation of any lien or other encumbrance upon any of the properties or assets of Parent or any Significant Subsidiary of Parent under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guaranteedeed of trust, other evidence of indebtednesslicense, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser any Significant Subsidiary of Parent is a party or by to which they it or any of their Parent or any of Parent's Significant Subsidiary's properties or assets may be boundare subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances, which, either individually or in the aggregate, will not have a Material Adverse Effect, (c) constitute or result in a violation of any law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which Parent is subject, except for the consents, approvals and notices set forth below and except for such violations which, either individually or in the aggregate, will not have a Material Adverse Effect, or (ivd) violate require any orderconsent, writapproval, injunction, decree, judgment, statute, ruleauthorization or permit of or from, or regulation applicable to Parent filing with or Purchaser notification to, any court, governmental authority or any of their properties other regulatory or assetsadministrative agency or commission ("GOVERNMENTAL ENTITY"), except in (i) pursuant to the case Securities Act and the Securities Exchange Act of clauses 1934, as amended (the "EXCHANGE ACT"), (ii) filing the Certificate of Merger, (iii) and filings required under the securities or blue sky laws of the various states, (iv) the filing of, and approval by the Connecticut Commissioner of, an Acquisition Statement pursuant to Conn. Gen. Statutes sec. 36a-184 and such other filings, notices, reports and other matters as may be required in connection therewith, (v) for violationsthose required by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, breaches or defaultsas amended (the "HSR ACT"), (vi) filings pursuant to the rules of the New York Stock Exchange, (vii) filings and approvals pursuant to any applicable state takeover law, or rights of termination(viii) consents, amendmentapprovals, cancellationauthorizations, permits, filings or acceleration that would notifications which, if not materially impair obtained or made will not, individually or in the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementaggregate, have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution nor delivery of this Agreement by Parent No filing with, and no permit, authorization, consent or Purchaser nor approval of, any Governmental Entity or any other Person is necessary for the consummation by Parent or Purchaser Seller of the transactions contemplated by this Agreement (including, without limitation, any filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Act of 1976). Neither the execution and delivery of this Agreement and each Ancillary Agreement by Seller, nor the consummation by Seller of the transactions contemplated hereby or thereby, nor compliance by Parent or Purchaser Seller with any of the provisions of this Agreement shall hereof or thereof, will (i) conflict with or result in any breach of any provision of the articles certificate of incorporation or certificates by-laws (or other similar charter documents) of incorporation, bylaws, or similar governing documents of Parent or Purchaser, Seller; (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time or both) a default (), or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) , under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser Seller is a party or by which they Seller or any of their properties or assets the Acquired Assets may be bound, ; (iii) result in the creation of a Lien on the Acquired Assets (other than a Permitted Lien) or (iv) violate any order, writ, injunction, decree, judgment, statute, ruletreaty, rule or regulation applicable to Parent or Purchaser Seller or any of their properties or assetsthe Acquired Assets, except in the case of clauses (ii), (iii) and or (iv) for violations, breaches or defaultsdefaults which will not, individually or rights of terminationin the aggregate, amendment, cancellation, or acceleration that would not materially impair have a Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated by this AgreementBusiness.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 6.3, the execution nor and delivery of this Agreement and the Ancillary Agreements by Parent or Purchaser nor Buyer, and the consummation by Parent or Purchaser Buyer of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby and thereby, do not: (ia) conflict with or result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, Buyer’s Governing Documents; (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iiib) result in a violation or breach ofdefault (including with notice, lapse of time, or constitute (with or without due notice or lapse of time or both) a default (), or give rise to any right of termination, amendment, cancellation, or acceleration) , under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtednessagreement, lease, license, contract, agreement, or other instrument or obligation to which Parent Buyer or Purchaser any of its Affiliates is a party or by MISSOURI GAS which they Buyer or any of its Affiliates or any of their properties or respective assets may be bound, or except for such defaults (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that acceleration) as to which requisite waivers or consents have been, or will prior to the Effective Time be, obtained or which if not obtained or made would not not, individually or in the aggregate, prevent or materially impair delay the ability consummation of Parent or Purchaser to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements; (c) violate any Law or Order applicable to Buyer, any of its Affiliates, or any of their respective assets; (d) require any declaration, filing, or registration with, or notice to, or authorization, consent, or approval of any Governmental Entity, other than (i) the Buyer Required Regulatory Approvals, or (ii) such declarations, filings, registrations, notices, authorizations, consents, or approvals which, if not obtained or made, would not, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

Consents and Approvals; No Violation. Neither Except as set forth on Schedule 3.5, the execution nor and delivery of this Agreement by Parent or Purchaser nor the Sellers do not, and the consummation by Parent or Purchaser of the transactions contemplated hereby and compliance with the provisions hereof by this Agreement nor compliance by Parent the Sellers will not, require further authorization under, result in any violation of, or Purchaser default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the provisions properties or assets of this Agreement shall the Company or any of its Subsidiaries under, (i) conflict with or result in any breach of any provision of the articles Charter or certificates Bylaws of incorporation, bylaws, or similar governing documents of Parent or Purchaserthe Company, (ii) except as may be required by any provision of the Exchange Act Charter or Bylaws of any of the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement)Company’s Subsidiaries, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions provision of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, lease or other evidence of indebtedness, lease, license, contract, agreement, instrument, permit, concession, franchise or other instrument or obligation license applicable to which Parent or Purchaser is a party or by which they the Company or any of their properties or assets may be boundits Subsidiaries, or (iv) violate any judgment, order, writ, injunction, decree, judgment, statute, rule, decree or regulation Legal Requirement applicable to Parent the Company or Purchaser any of its Subsidiaries, or any of their respective properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches . No filing or defaultsregistration with, or rights authorization, consent or approval of, any Governmental Authority is required by or with respect to the Company or any of termination, amendment, cancellation, its Subsidiaries in connection with the execution and delivery of this Agreement by the Sellers or acceleration that would not materially impair is necessary for the ability consummation of Parent or Purchaser to consummate the transactions contemplated by this Agreement, except for such filings and consents as may be required under state insurance laws, which filings and consents are set forth in Schedule 3.5 and have been made or obtained.

Consents and Approvals; No Violation. Neither the execution nor and delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser the Company of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will (i) conflict with or result in any breach of any provision of the articles its Certificate of Incorporation or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, Bylaws; (ii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the applicable requirements of the Securities Act of 1933, and the rules and regulations promulgated thereunder, (B) the filing of the Certificate of Merger pursuant to the DGCL, and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) as may be required by the Exchange Act any applicable state securities or the HSR Act, require any filing withtakeover laws, or permit, authorization, consent, or approval of, any Governmental Entity (except D) where the failure to obtain such permitsconsent, authorizationsapproval, consentsauthorization or permit, or approvals or to make such filings filing or notification, would not materially impair in the aggregate have a Material Adverse Effect or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated by this Agreement), hereby; (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any indenture, note, bond, mortgage, indenture, guarantee, other evidence of indebtednesslicense, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser is a party or by which they the Company or any of their properties or its assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for such violations, breaches or defaults, and defaults (or rights of termination, amendment, cancellation, cancellation or acceleration that or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not materially impair have a Material Adverse Effect or adversely affect the ability of Parent or Purchaser the Company to consummate the transactions contemplated by this Agreementhereby.

Consents and Approvals; No Violation. Neither (a) Except as set forth in Section 6.3(a) of the Purchaser Disclosure Schedule, none of the execution nor and delivery by the Purchaser of this Agreement by Parent or Purchaser nor the other Transaction Documents, the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor hereby or thereby, or the compliance by Parent or the Purchaser with any of the provisions of this Agreement shall (i) hereof or thereof will conflict with with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, payment, amendment, termination or cancellation under any provision of (i) the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or PurchaserPurchaser Organizational Documents, (ii) except as may be required by the Exchange Act any Contract (including any Contracts related to financing) or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation Permit to which Parent or the Purchaser is a party or by which they the Purchaser or any of their its properties or assets may be are bound, (iii) any Order of any Governmental Body applicable to the Purchaser or by which any of the properties or assets of the Purchaser are bound, or (iv) violate any orderapplicable Law. (b) Except as set forth in Section 6.3(b) of the Purchaser Disclosure Schedule, writno Order, injunctionPermit, decree, judgment, statute, ruledeclaration or filing with, or regulation applicable to Parent notification to, or other Regulatory Approval from, any Governmental Body or other Person is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or the other Transaction Documents, the compliance by the Purchaser with any of their properties the provisions hereof or assetsthereof, except in the case consummation of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated hereby or thereby or the taking by this Agreementthe Purchaser of any other action contemplated hereby or thereby, or for the Purchaser to operate the Purchased Assets.

Consents and Approvals; No Violation. Neither With respect to Assignor only (and not as to any consents, approvals or notices required to be obtained or made on behalf of the execution nor delivery Limited Partnership), other than the notice described in Section 12(a) hereof required pursuant to Sections 11.1 and 11.2 of this Agreement the Limited Partnership Agreement, and the filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), contemplated by Parent Section 6(a) hereof, no notice to or Purchaser nor filing with, and no permit, authorization, consent or approval of, any person, or any public body, commission, bureau or authority, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), is necessary for the consummation by Parent or Purchaser Assignor of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of and the provisions Assignment. Neither the execution and delivery of this Agreement shall and the Assignment by Assignor, nor the consummation by Assignor of the transactions contemplated hereby and thereby will (i) conflict with or result in any breach of any provision of the articles limited partnership agreement or certificates certificate of incorporation, bylaws, or similar governing documents limited partnership of Parent or Purchaser, Assignor; (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time or both) a default (), or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) , under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser Assignor is a party or by which they or any of their properties or assets Assignor may be bound, ; or (iviii) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent or Purchaser or any of their properties or assetsAssignor, except in the case of clauses clause (ii) or (iii) and (iv) above for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would defaults which will not materially impair in the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementaggregate have a material adverse effect on Assignor.

Consents and Approvals; No Violation. Neither Except for the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, xxx xxx xxxxx xxd regulations promulgated thereunder (the "HSR Act") and as set forth on Schedule 3.6 or 3.12 of the Disclosure Schedule, neither the execution nor and delivery of this Agreement by Parent or Purchaser the Seller nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will (i) conflict with or result in any breach of violate any provision of the articles Articles of Incorporation or certificates By-laws of incorporationthe Seller, bylaws, the Company or similar governing documents any of Parent or Purchaserthe Subsidiaries, (ii) except as may be required by the Exchange Act require any consent, waiver, approval, license, order, authorization or permit (collectively, "Consents") of, or the HSR Actregistration, require declaration or filing of any filing with, document or permit, authorization, consent, report with or approval ofnotification to, any Governmental Entity (as hereinafter defined), except where the failure to obtain any such permits, authorizations, consents, Consents or approvals or to make such filings or notifications would not materially impair not, individually or in the ability of Parent aggregate, have a Material Adverse Effect on the Seller or Purchaser to consummate the transactions contemplated by this Agreement)Company, (iii) conflict with or violate any statute, law, rule, regulation, ordinance, order, judgment, award, writ, injunction or decree (collectively, "Laws") of any federal, state or local government or political subdivision thereof, governmental or regulatory agency, authority, entity, commission, court or other instrumentality ("Governmental Entity") applicable to the Seller, the Company or any of the Subsidiaries, except where any such violations would, individually or in the aggregate, not have a Material Adverse Effect on the Seller or the Company, (iv) violate or conflict with, result in a violation or breach of, of or constitute (with or without due notice or lapse the passage of time or both) a default (under, or give rise to any right of termination, amendmentcancellation or acceleration of the performance of or the loss of a benefit under, cancellationany Contract or Permit (each as hereinafter defined) to which the Seller, the Company or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser Subsidiaries is a party or by to which they the Seller, the Company or any of the Subsidiaries or any of their properties assets are subject, except for (A) such violations, conflicts, breaches or assets may be bounddefaults which would not, individually or in the aggregate, have a Material Adverse Effect on the Seller or the Company and (B) those as to which requisite waivers or consents have been obtained, or (ivv) violate result in the creation of any orderLien upon any of the assets of the Seller, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser the Company or any of their properties or assets, except the Subsidiaries. The term "Permit" as used in the case preceding sentence, and solely for purposes of clauses (iii) and (iv) for violationssuch sentence, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would does not materially impair the ability of Parent or Purchaser include any Permit required pursuant to consummate the transactions contemplated by this Agreementany Environmental Law.

Consents and Approvals; No Violation. Neither Except as set forth in the letter dated and delivered to the Company on the date hereof (the "Parent Letter"), which relates to this Agreement and is designated therein as being the Parent Letter, the execution nor and delivery of this Agreement by Parent or Purchaser nor and the Stock Option Agreement do not, and the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor hereby and thereby and compliance by Parent with the provisions hereof and thereof will not, result in any violation of, or Purchaser default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the provisions properties or assets of this Agreement shall Parent or any of its Subsidiaries under: (i) conflict with or result subject to adoption of the Charter Amendments as described in any breach the second sentence of Section 2.3, any provision of the articles Restated Certificate of Incorporation or certificates of incorporation, bylaws, or similar governing documents By-laws of Parent or Purchaserthe comparable charter or organization documents or by- laws of any of its Subsidiaries, (ii) except as may be required by the Exchange Act any loan or the HSR Actcredit agreement, require any filing withnote, or bond, mortgage, indenture, lease, agreement, instrument, permit, authorizationconcession, consentfranchise or license applicable to Parent or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or approval ofregulation applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any Governmental Entity (except where such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the failure aggregate, would not reasonably be expected to obtain such permits, authorizations, consents, or approvals or to make such filings have a Material Adverse Effect on Parent and would not materially impair the ability of Parent or Purchaser Sub to consummate perform their respective obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub, the execution and delivery of the Stock Option Agreement by Parent or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement, except: (i) in connection, or in compliance, with the provi sions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "XXX Xxt"), the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) for the filing with the Secretary of State of the State of Delaware of a Certificate of Amendment to Parent's Restated Certificate of Incorporation relating to the Charter Amendments and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) for such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (iv) for such filings, authorizations, orders and approvals, if any, as may be required by state takeover laws (the "State Takeover Approvals"), (iiiv) result for such filings as may be required in a violation or breach ofconnection with the taxes described in Section 5.11, or constitute (with or without due notice or lapse of time or bothvi) a default (or give rise to any right of terminationfor such consents, amendmentapprovals, cancellationorders, or acceleration) authorizations, registrations, declarations and filings as may be required under any of the terms, conditions, or provisions laws of any noteforeign country (including, bondwithout limitation, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to any political subdivision thereof) in which Parent or Purchaser is a party or by which they the Company or any of their properties respective Subsidiaries conducts any business or owns any property or assets may be boundand (vii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or (iv) violate any ordermake would not, writ, injunction, decree, judgment, statute, rule, individually or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) aggregate, reasonably be expected to have a Material Adverse Effect on Parent and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser Sub to consummate perform their respective obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated by this Agreementhereby or thereby.

Consents and Approvals; No Violation. No filing with, and no permit, authorization, consent or approval of any court of competent jurisdiction, regulatory authority or other governmental authority, or any third party is necessary for the consummation by Seller of the transactions contemplated by this Agreement. Neither the execution nor and delivery of this Agreement by Parent or Purchaser Seller nor the consummation by Parent or Purchaser Seller of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser Seller with any of the provisions of this Agreement shall hereof will (i) conflict with or result in any breach of any provision of the articles certificate of incorporation or certificates by-laws of incorporation, bylaws, or similar governing documents of Parent or PurchaserSeller, (ii) except as may be required by without regard for the Exchange Act or the HSR Actprovisions of Section 1.6 hereof, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, permit, license, lease, purchase order, sales order, arrangement or other instrument commitment or obligation (each a "Contract") to which Parent or Purchaser Seller is a party or by which they Seller or any of their its assets or properties or assets may be bound, bound or (iviii) violate any order, writ, injunction, decree, judgment, statute, ruletreaty, rule or regulation (each an "Order") applicable to Parent Seller or Purchaser its assets or any of their properties or assetsproperties, except in the case of clauses (ii) or (iii) and (iv) for violations, breaches or defaultsdefaults which would not, or rights of terminationin the aggregate, amendment, cancellation, or acceleration that would not materially impair have a Material Adverse Effect on the ability of Parent or Purchaser to consummate the transactions contemplated by this AgreementBusiness.

Consents and Approvals; No Violation. Neither (a) Except (i) for the execution nor filing of the Certificate of Merger with the Delaware Secretary of State in accordance with the DGCL and (ii) for any filings required to be made pursuant to the HSR Act and any other Antitrust Laws (all of the foregoing, the “Parent Required Governmental Approvals”), none of Parent or Merger Sub is required to give any notice to, make any filing, registration, designation, declarations with, or obtain any Consent of any Governmental Authority under applicable Law in connection with the execution, delivery and performance by Parent or Merger Sub of this Agreement by Parent or Purchaser nor any of the Ancillary Agreements to which any of them is a party or the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance hereby and thereby. (b) Assuming the Parent Required Governmental Approvals are obtained or made, as the case may be, the execution, delivery and performance by Parent or Purchaser with any of the provisions and Merger Sub of this Agreement shall and the Ancillary Agreements to which any of them is a party, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (i) violate or conflict with or result in any the breach or violation of any provision of the articles or certificates of incorporationOrganizational Documents, bylawsin each case as amended, or similar governing documents of Parent or PurchaserMerger Sub, (ii) except as may be required by subject to the Exchange Act expiration or termination of the waiting period under the HSR Act, require breach, violate, conflict with or result in a default under, any filing withprovision of, or permitconstitute an event that would result in a breach or violation of or conflict or default under, authorization, consent, or approval ofin each case in any material respect, any Governmental Entity (except where the failure applicable material Law or Order to obtain such permits, authorizations, consents, which Parent or approvals Merger Sub is subject or to make such filings would not materially impair the ability by which any property or asset of Parent or Purchaser to consummate the transactions contemplated by this Agreement)Merger Sub is subject or bound, or (iii) except for Consents from Manufacturers and as otherwise set forth on Schedule 4.3(b), require consent or approval under, or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, amendment, cancellationcancellation or acceleration of any obligation, or acceleration) under to the loss of any benefit under, any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, Contract or other instrument or obligation Permit to which Parent or Purchaser Merger Sub is a party or by which they or any of their respective assets or properties or assets may be are bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither the execution nor and delivery of this Agreement by Parent or Purchaser MegaWorld nor the consummation by Parent or Purchaser MegaWorld of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will (i) conflict with or result in any breach or violation of any provision of the articles Amended and Restated Certificate of Incorporation or certificates Bylaws of incorporation, bylawsMegaWorld, or similar governing documents of Parent or Purchaser, (ii) except as may be required by the Exchange Act constitute a default (or the HSR Actan event which, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) a default (under, or give rise to any a right of termination, amendment, cancellation, or acceleration) acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of MegaWorld under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence deed of indebtedness, leasetrust, license, contractlease, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be boundobligation, or (iv) violate any permit, concession, franchise, judgment, order, writ, injunction, decree, judgmentstatute, statutelaw, ordinance, rule, or regulation applicable to Parent MegaWorld or Purchaser to which it or any of their its properties or assetsassets may be subject, except in the case for such violations, conflicts, breaches, terminations, accelerations, or creations of clauses liens or other encumbrances, which will not have a Material Adverse Effect on MegaWorld, its subsidiaries, divisions, and affiliates, or (iii) and (iv) for violationsrequire any consent, breaches or defaultsapproval, authorization, or rights of termination, amendment, cancellationpermit of, or acceleration that would filing with, or notification to, any governmental entity, including without limitation filings under the HSR Act, except consents, approvals, authorizations, permits, filings, or notifications which if not obtained or made will not have a Material Adverse Effect on MegaWorld, its subsidiaries, divisions, and affiliates or prevent or materially impair delay consummation of the ability of Parent or Purchaser to consummate the transactions contemplated by this AgreementMerger.

Consents and Approvals; No Violation. Neither Except as may be set forth in the Merger Agreement (including filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution nor delivery of this Agreement by each of Parent or Purchaser nor and Merger Sub and the consummation by each of Parent or Purchaser and Merger Sub of the transactions contemplated by this Agreement nor and (b) none of the execution and delivery of this Agreement by each of Parent and Merger Sub, the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent or Purchaser and Merger Sub with any of the provisions of this Agreement shall (i) conflict with or result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing organizational documents of Parent or PurchaserMerger Sub, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time time, or both) a material default (or give rise to any third party right of termination, cancellation, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation material Contract to which Parent or Purchaser Merger Sub is a party or by which they or any of their properties or assets (iii) subject to compliance with filing requirements as may be boundrequired under applicable securities laws, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assetsMerger Sub, except in the each case of under clauses (ii) or (iii) and (iv) for violations), breaches where the absence of filing or defaultsauthorization, conflict, violation, breach or rights of termination, amendment, cancellation, or acceleration that default would not materially impair or materially adversely affect in any material respect the ability of each of Parent or Purchaser and Merger Sub to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

Consents and Approvals; No Violation. (a) Neither the execution nor and delivery of this Reorganization Agreement by Parent or Purchaser and the Plan of Merger, nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement hereby or thereby, nor compliance by Parent Buyer or Purchaser Merger Sub with any of the provisions of this Agreement hereof or thereof shall (i) conflict with or result in any a breach of any provision of the articles or certificates certificate of incorporationincorporation or association, bylaws, charter or similar governing documents bylaws of Parent Buyer or Purchaser, Merger Sub; (ii) except as may be required by the Exchange Act constitute or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation breach of any term, condition or breach provision of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellationunder, or acceleration) under any of the termspursuant to, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, obligation; or (iviii) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent Buyer or Purchaser or any of their properties or assetsMerger Sub, except (in the case of clauses (iiiii) and (iviii) above) for such violations, breaches rights, conflicts, breaches, creations or defaultsdefaults which, either individually or in the aggregate, will not have a Material Adverse Effect on Buyer. (b) Except as Previously Disclosed, or rights of termination, amendment, cancellationin connection, or acceleration that would not materially impair in compliance, with the ability provisions of Parent the HSR Act, or Purchaser as may be required under similar foreign or supranational competition laws, no consent, approval, permit or authorization of, or declaration, notice, filing or registration with, any Governmental Entity, or any other person, is required to consummate be made or obtained by Buyer or Merger Sub in connection with the execution, delivery and performance of this Reorganization Agreement and the Plan of Merger or the consummation of the transactions contemplated by this Agreementhereby or thereby other than consents, approvals, permits declarations, notices, filings or registrations that if not obtained or made would not have a Material Adverse Effect on Buyer.

Consents and Approvals; No Violation. Neither (a) Except for (i) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any other Antitrust Laws and (ii) as disclosed in the Company Disclosure Schedule, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to result, individually or in the aggregate, in a Parent Material Adverse Effect. (b) None of the execution nor and delivery of this Agreement by Parent or Purchaser nor Parent, the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor hereby or compliance by Parent or Purchaser with any of the terms or provisions of this Agreement shall hereof will (i) conflict with or result in any breach of violate any provision of the articles or certificates of incorporation, bylaws, incorporation or similar other governing documents of Parent Parent, or Purchaser, (ii) except as may be required by assuming that the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consentsconsents and approvals referred to in Section 5.3(a) are duly obtained in accordance with applicable Law, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation Law applicable to Parent or Purchaser or any of their its properties or assets, except in the case of clauses or (iii) and (iv) violate, conflict with, constitute a Default with respect to Parent under any material Contract to which the Parent is a party, or by which any of its property or assets is bound, except for such violations, conflicts, breaches or defaultsDefaults which, individually or rights of terminationin the aggregate, amendment, cancellation, or acceleration that would not materially impair the ability of reasonably be expected to result in a Parent or Purchaser to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Consents and Approvals; No Violation. Neither Subject to the taking of the actions described in the immediately succeeding sentence, the execution nor and delivery of this Agreement by Parent or Purchaser nor do not, and the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) Transactions will not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the articles material properties or certificates assets of incorporation, bylaws, Parent under (i) the certificate of incorporation or bylaws (or similar governing documents organizational documents) of Parent or Purchaser, (ii) except as may be required by the Exchange Act any loan or the HSR Actcredit agreement, require any filing withnote, bond, indenture, lease or permitother agreement, authorization, consent, instrument or approval of, any Governmental Entity (except where the failure Permit applicable to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement)or their respective properties or assets, (iii) result in a violation or breach ofany judgment, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgmentlaw, statute, ruleordinance, rule or regulation applicable to Parent or Purchaser or any of their respective properties or assets, except other than, in the case of clauses clause (iiiii) and (iv) for iii), any such conflicts, violations, breaches or defaults, rights or rights of termination, amendment, cancellation, Liens that individually or acceleration that in the aggregate would not materially (x) impair in any material respect the ability of Parent and Purchaser to perform their respective obligations under this Agreement or (y) prevent or impede the consummation of any of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser, as the case may be, of any of the Transactions, except (A) in connection with the HSR Act, (B) pursuant to consummate the transactions contemplated by Exchange Act, (C) the filing of the Certificate of Merger pursuant to the DGCL, or (D) where the failure to obtain any such consent, approval, authorization or permit, or to make any such filing or notification, would not preclude consummation of the Offer or the Merger or would not otherwise prevent Parent from performing its obligations under this Agreement.

Consents and Approvals; No Violation. (a) Neither the execution nor and delivery of this Agreement by Purchaser or Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of hereby will, assuming that the provisions of this Agreement shall conditions set forth in ARTICLE VII are satisfied, (i) violate or conflict with or result in any breach Breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing respective organizational documents of Parent Purchaser or PurchaserParent, (ii) except as may be required by assuming all consents, approvals and authorizations contemplated in subsection (b) below have been obtained and are effective and all filings described in such clause have been made, conflict with or violate any Requirements of Law binding upon the Exchange Act Purchaser or the HSR Act, require Parent or any filing withof their respective assets or properties, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) violate or conflict with or result in a violation or breach Breach of any provision of, or constitute (with require any consent, waiver or without due notice approval, or lapse of time or both) result in a default (or result in the loss of benefit under, or give rise to any right of termination, cancellation, amendment, cancellationmodification or acceleration (or an event that, with the giving of notice, the passage of time or accelerationotherwise, would constitute a default or give rise to any such right) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation Contract to which Purchaser or Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except result in the case creation of clauses any Lien (iiiother than a Permitted Lien) and (iv) for violationsupon any properties, breaches or defaults, assets or rights of terminationthe Purchaser Entities, amendmentexcept as, cancellationindividually or in the aggregate, or acceleration that would not materially impair be reasonably likely to have a Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Purchaser and Parent and the ability consummation of Parent or Purchaser to consummate the transactions contemplated hereby by this AgreementPurchaser and Parent do not and will not require any material consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority, except the filing of the Form S-4 Registration Statement and any other filings required under the Exchange Act with the SEC.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in clauses (i) through (iv) of this Section 2.3 have been obtained and all filings and obligations described in clauses (i) through (iv) of this Section 2.3 have been made, the execution nor and delivery of this Agreement by Parent or Purchaser nor does not, and the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor hereby and compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) conflict with or hereof will not, result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any others a right of termination, amendment, cancellationcancellation or acceleration of any obligation under or cause the loss of a material benefit under, or accelerationresult in the creation of any Lien (as defined in Section 3.2(b)) under upon or default on any of the termsproperties or assets of Parent or any of its Subsidiaries under, conditionsany provision of (a) the Articles of Incorporation of Parent (the "Parent Charter") or the Bylaws of Parent (the "Parent Bylaws") or the Sub Charter or Sub Bylaws, (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, guarantee, lease or other evidence of indebtedness, lease, license, contract, agreement, instrument, permit, concession, franchise or other instrument or obligation license applicable to which Parent or Purchaser is a party or by which they or any of their properties or assets may be bound, Sub or (ivc) violate any judgment, order, writ, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to Parent or Purchaser Sub or any of their respective properties or assets, except other than, in the case of clauses (iiib) and or (iv) for violationsc), breaches any such violation, default, right, loss or defaults, or rights of termination, amendment, cancellation, or acceleration Lien that would not not, individually or in the aggregate, materially impair the ability of Parent or Purchaser Sub to consummate perform their respective obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal, state or local), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate related documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws"), and (iv) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Parent or Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither (a) No filing with, notification to or consent, authorization, waiver, approval, order, license, certificate or Permit of, any Government Body is necessary for the execution nor Seller Parties' execution, delivery or performance of this Agreement by Parent or Purchaser nor any of the Shareholder Documents or the consummation by Parent or Purchaser the Seller Parties of the transactions contemplated by this Agreement nor and the Shareholder Documents. (b) None of the execution and delivery by the Seller Parties of this Agreement and the Shareholder Documents, the consummation of the transactions contemplated hereby or thereby or compliance by Parent or Purchaser the Seller Parties with any of the provisions of this Agreement shall hereof or thereof will (i) conflict with violate any Order or result in any breach statute, rule or regulation of any provision Government Body by which either of the articles Seller Parties or certificates any of incorporation, bylaws, their properties or similar governing documents of Parent or Purchaserassets is bound, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing conflict with, or permitviolate, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation the breach or breach termination of, or constitute (with or without due notice or the lapse of time or both) constitute a default (or give rise to any "takeback" right or right of termination, amendment, cancellation, termination or acceleration) acceleration or right to increase the obligations under or otherwise modify any of the terms, conditions, conditions or provisions of any note, bond, mortgage, license, franchise, Permit, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, agreement or other instrument or obligation to which Parent or Purchaser either of the Seller Parties is a party party, or by which they either of the Seller Parties or any of their properties or assets is or may be bound, or (iviii) violate result in the creation of any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or Lien upon any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this AgreementAssets.

Consents and Approvals; No Violation. All shares of MedTech Stock to be exchanged under this Agreement have been duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights and are free and clear of any Encumbrances. Neither the execution nor and delivery of this Agreement by Parent or Purchaser and the other documents and agreements contemplated hereby, nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement hereby or thereby, nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereof: (i) conflict with or result in any breach of any provision of the articles Certificate of Incorporation or certificates the By-Laws of incorporation, bylaws, or similar governing documents of Parent or Purchaser, ; (ii) except as may be required by the Exchange Act or the HSR Act, require any filing withconsent, waiver, approval, authorization or Permit of, or permit, authorization, consentfiling with or notification to, or approval ofany other action by, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated Authority by this Agreement), Purchaser; (iii) result in constitute a material violation of any Law or any restriction imposed by any Governmental Authority which is applicable to Purchaser, or by which any of Purchaser's business, properties or assets may be bound or affected; or (iv) constitute a material violation of, breach ofor conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendmentcancellation or acceleration of any obligation to pay or result in the material imposition of any Encumbrance upon any of its properties) under, cancellation, or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, licenseEncumbrance, contract, agreementPermit, Order or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their Purchaser's business, properties or assets may be bound, bound or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementaffected.

Consents and Approvals; No Violation. Neither Except as set forth on Schedule 3.04, neither the execution nor and delivery of this Agreement by Parent any Seller or Purchaser any Beneficiary nor the consummation by Parent any Seller or Purchaser any Beneficiary of the transactions contemplated by this Agreement hereby, nor compliance by Parent any Seller or Purchaser any Beneficiary with any of the provisions of this Agreement shall hereof, will: (ia) conflict with or result in any breach of any provision of the articles of incorporation or certificates bylaws of incorporation, bylaws, either Company or similar governing documents of Parent or Purchaser, (ii) except as may be required by the Exchange Act JEM Sales or the HSR Actarticles of organization or operating agreement of either of MNM Leasing and Warfighter Foods; (b) violate, require any filing conflict with, constitute a default (or permitan event which, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by, or result in a default (or give rise to any right of terminationtermination or acceleration of, amendment, cancellationany Contract, or acceleration) under result in the creation of any Lien upon any of the termsPurchased Assets (including, conditionswithout limitation, or provisions any of any notethe Contracts), bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Parent or Purchaser is a party or by which they or any of their properties the Affiliate-Owned Personal Property or assets may be bound, or Affiliate-Owned Real Property; (ivc) violate any judgment, ruling, order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser any Seller or any Beneficiary, any of their properties or assetsthe Purchased Assets, except in the case of clauses (iii) and (iv) for violations, breaches or defaultsany Affiliate-Owned Personal Property, or rights of terminationany Affiliate-Owned Real Property; or (d) except for compliance with the HSR Act, amendmentrequire any consent, cancellationapproval, authorization, or acceleration that would not materially impair the ability permit of Parent or Purchaser from, or filing with or notification to, any Governmental Entity (including, without limitation, with respect to consummate the transactions contemplated by this Agreementany Permits).

Consents and Approvals; No Violation. Neither (a) Except where the execution nor delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) conflict with or result in any breach of any provision of the articles or certificates of incorporation, bylaws, or similar governing documents of Parent or Purchaser, (ii) except as may be required by the Exchange Act or the HSR Act, require failure to make any filing with, or to obtain any permit, authorization, consent, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair prevent or delay the ability consummation of Parent or Purchaser to consummate the transactions contemplated by hereby or otherwise prevent Newco AG from performing its obligations under this Agreement), no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance of this Agreement by Newco AG and the consummation by Newco AG of the transactions contemplated hereby. (b) Neither the execution, delivery or performance of this Agreement by Newco AG nor the consummation by Newco AG of the transactions contemplated hereby, will (i) violate or conflict with any provision of the Memorandum and Articles of Association (Satzung) of Newco AG, (iiiii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, vesting, payment, exercise, acceleration, suspension or accelerationrevocation) under any of the terms, conditions, or provisions of any note, bond, mortgage, deed of trust, security interest, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, plan or other instrument or obligation to which Parent or Purchaser Newco AG is a party or by which they it or any of their its properties or 31 38 assets may be bound, or (iviii) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent or Purchaser Newco AG or any of their its respective properties or assets, except in the case of clauses (iii) and (iv) for violations, breaches result in the creation or defaultsimposition of any Encumbrance on any asset of Newco AG, or rights (v) cause the suspension or revocation of terminationany permit, amendmentlicense, cancellationgovernmental authorization, consent or acceleration that would not materially impair the ability of Parent or Purchaser approval necessary for Newco AG to consummate the transactions contemplated by this Agreementconduct its business as currently conducted.

Consents and Approvals; No Violation. (a) Neither the execution nor and delivery of this Agreement by Parent or Purchaser Seller nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall hereby will (i) violate or conflict with or result in any breach of any provision of Seller’s organizational documents as in effect as of the articles or certificates date of incorporation, bylaws, or similar governing documents of Parent or Purchaser, this Agreement; (ii) except as may be required assuming all consents, approvals and authorizations contemplated by the Exchange Act subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or the HSR Act, require violate any filing Law; (iii) violate or conflict with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of any provision of, or constitute (with require any consent, waiver or without due notice approval or lapse of time or both) result in a default (or give rise to any right of termination, amendment, cancellation, modification or accelerationacceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, agreement, contract, agreement, indenture or other instrument or obligation to which Parent or Purchaser Seller is a party or by which they Seller or any of their its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent Seller or Purchaser or by which any of their properties or assetsits assets is bound. (b) Except as contemplated by Section 5.18, except in the case execution, delivery and performance of clauses (iii) this Agreement by Seller and (iv) for violations, breaches or defaults, or rights the consummation of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated hereby by this AgreementSeller does not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution nor delivery of this Agreement by Parent or Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor compliance by Parent or Purchaser with any of the provisions of this Agreement shall (i) conflict Except for regulatory approvals that Melrose will need to receive in connection with or result in any breach of any provision its acquisition of the articles or certificates of incorporationCompany as will be specified in the Tender Offer Statement in Schedule TO (including, bylawswithout limitation, or similar governing documents of Parent or Purchaser, (ii) except filings as may be required by the Exchange Act or the HSR Actunder applicable securities laws), require any no filing with, or and no permit, authorization, consent, or approval of, any Governmental Entity (except where governmental entity is necessary for the failure to obtain such permitsexecution of this Agreement by Melrose and the consummation by Melrose and / or the Tender Subsidiary, authorizationsas the case may be, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), and (ii) none of the execution and delivery of this Agreement by Melrose, the consummation by Melrose of the transactions contemplated by this Agreement or compliance by Melrose with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents of Melrose, (iiiB) result in a material violation or material breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which Parent or Purchaser Melrose is a party or by which they or any of their properties or assets may be boundparty, or (ivC) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assetsMelrose, except in the each case of under clauses (iiiA), (B) and or (iv) for violationsC), breaches where the absence of filing or defaultsauthorization, conflict, violation, breach, or rights of termination, amendment, cancellation, or acceleration that default would not materially impair or materially adversely affect the ability of Parent or Purchaser Melrose to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

Consents and Approvals; No Violation. Neither Except as described in the Disclosure Schedule, neither the execution nor and delivery of this Agreement by the Parent or and Purchaser nor the consummation by Parent or Purchaser of the transactions contemplated by this Agreement hereby nor compliance by the Parent or and Purchaser with any of the provisions of this Agreement shall hereof will (i) conflict with or result in any breach of any provision of the articles Articles of Incorporation or certificates By-laws of incorporation, bylaws, or similar governing documents of Parent or Purchaserthe Parent, (ii) except as may be required by the Exchange Act or the HSR Act, require any filing withconsent, approval, authorization or permit of, or permit, authorization, consent, filing with or approval ofnotification to, any Governmental Entity Authority, except (except A) the filing of Articles of Merger pursuant to the Act, or (B) where the failure to obtain such permitsconsent, authorizationsapproval, consentsauthorization or permit, or approvals or to make such filings filing or notification, would not materially impair in the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement)aggregate have a Material Adverse Effect, (iii) result in a violation or breach of, or constitute material default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, leaseContract, license, contract, agreement, agreement or other instrument or obligation to which the Parent or Purchaser is a party or by which they the Parent, or any of their properties or respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been requested or which, in the aggregate, would not have a Material Adverse Effect, (iv) result in the creation or imposition of any lien, charge or other encumbrance on the assets of the Parent, or (ivv) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent or Purchaser the Parent, or any of their properties or respective assets, except for violations which would not in the case of clauses (iii) and (iv) for violations, breaches or defaults, or rights of termination, amendment, cancellation, or acceleration that would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreementaggregate have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither the The execution nor and delivery of this Agreement by Parent or Purchaser nor the Transaction Documents and the D&F Transaction Agreements do not, and the consummation by Parent or Purchaser of the transactions contemplated by this Agreement nor thereby and compliance by Parent or Purchaser with any of the provisions thereof will not, result in any violation of, or default (with or without notice or lapse of this Agreement shall time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material right or benefit under: (i) conflict with or result in any breach of any provision of the articles charter or certificates of incorporation, bylaws, or similar governing organizational documents of Parent or Purchaser, either of 51 the Interested Persons; (ii) except as may be required by the Exchange Act any loan or the HSR Actcredit agreement, require any filing with, or permit, authorization, consent, or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings would not materially impair the ability of Parent or Purchaser to consummate the transactions contemplated by this Agreement), (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, instrument, permit, concession, franchise or other instrument license by which either of the Interested Persons is bound; or obligation (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation by which either of the Interested Persons is bound or to which Parent or Purchaser is a party or by which they or any of their its properties or assets may be boundis subject, or (iv) violate any orderother than, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent or Purchaser or any of their properties or assets, except in the case of clauses (iiiii) and (iv) for iii), any such violations, breaches or defaults, defaults or rights of terminationthat, amendmentindividually or in the aggregate, cancellation, or acceleration that would not materially reasonably be expected to have a material adverse effect on the Interested Persons, and would not impair the ability of Parent either of the Interested Persons to perform its obligations under any of the Transaction Documents or Purchaser to consummate the D&F Transaction Agreements, prevent the consummation by either of the Interested Persons of any of the transactions contemplated by any of the Transaction Documents or the D&F Transaction Agreements or, other than by reason of any act or omission of the Owners or their respective Affiliates, materially and adversely affect the rights and benefits of the Owners under the Transaction Documents and the D&F Transaction Agreements. No filing, declaration or registration with, or consent, approval, order or authorization of, any Governmental Authority is required by, or with respect to, either of the Interested Persons in connection with the execution and delivery by either of the Interested Persons of the Transaction Documents or the consummation by either of the Interested Persons of the transactions contemplated by the Transaction Documents, except: (a) in connection, or in compliance, with the provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended; (b) the filing of the certificate of designation of Newco Preferred Stock with the Secretary of State of the State of Delaware; and (c) for such filings, declarations, registrations, consents, approvals, orders and authorizations as are disclosed on APPENDIX F to this AgreementAgreement that may be required under the laws of any foreign country in which any of the Companies is organized, conducts any business or owns any property or assets.