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

Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by PSA or any of the Company Merger Subs of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will: (ai) conflict with or result in any breach of any provision of the respective Articles applicable declaration of Organization trust, articles of incorporation or Certificate of Incorporationbylaws; (ii) require any consent, as the case may bewaiver, approval, authorization or permit of, or respective By-Laws of the Company filing with or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedulenotification to, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiA) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, federal securities laws and the rules and regulations promulgated thereunder (the "Exchange Act")thereunder, (iiiB) the filing of the Articles Certificates of Merger pursuant to the MBCL and appropriate documents with CULPA in the relevant authorities of other states in which the Company or any case of the Company Subsidiaries is authorized Partnership Mergers and the filing of the Certificate of Merger pursuant to do businessthe CGCL and the Maryland Articles pursuant to the Maryland REIT Law in the case of the PSOP Merger, (ivC) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiD) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Company Material Adverse Effectmaterial adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of PSA or the applicable Merger Sub to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute a default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, mortgage, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which PSA or the Company applicable Merger Sub is a party or any of the Company Subsidiaries its properties or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are violations, breaches and defaults which, in the aggregate, would not reasonably likely to have a Company Material Adverse Effectmaterial adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of PSA or the applicable Merger Sub to consummate the transactions contemplated hereby; or (div) assuming the Consents consents, approvals, authorizations or permits and Permits filings or notifications referred to in this Section 4.4 7.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to PSA or the Company applicable Merger Sub or any of the Company Subsidiaries their properties or any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Company Material Adverse Effectmaterial adverse effect on PSA or the applicable Merger Sub or adversely affect the ability of PSA or the applicable Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization or Restated Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws (or other similar governing documents) of the Company or any of the Company Subsidiaries; its subsidiaries, (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (iA) in connection with the applicable requirements of the Xxxx- Hart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act")) and any other similar and necessary foreign approvals or waiting periods applicable to the Offer or the Merger, (iiB) pursuant to the applicable requirements of Securities Act and the Securities Exchange Act of 1934, as amended, and or the rules and regulations promulgated thereunder (the "Exchange Act")requirements of The American Stock Exchange, (iiiC) the filing of the Articles a certificate of Merger merger (or certificate of ownership and merger) pursuant to the MBCL and appropriate documents with DGCL, (D) filings under the relevant authorities of other states in which the Company or any Industrial Site Recovery Act of the Company Subsidiaries is authorized to do businessState of New Jersey and the environmental laws of the various states, (ivE) as may be required by any applicable filings under state securities securities, "Blue-Sky" or "blue sky" takeover laws or state takeover laws, (v) in connection with maintaining the filing of appropriate documents with, good standing and approval of, the respective Commissioners of Insurance qualification of the Commonwealth of Massachusetts and Surviving Corporation following the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof Effective Time or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, could not reasonably likely be expected to have individually or in the aggregate when taken together with all such other failures a Company Material Adverse Effect; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined in Section 9.10or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company Subsidiaries Company, any of its subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration) as to which requisite waivers or consents have been obtained prior to the date Shares are first accepted for payment under the Offer or which are in the aggregate could not reasonably likely be expected to have a Company Material Adverse Effect; or (div) assuming the Consents and Permits referred violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order of its subsidiaries or any of their respective properties or businesses, except for violations (as defined in Section 9.10) other than of orders, writs, injunctions or Law applicable to decrees issued against the Company or any of its subsidiaries or naming the Company Subsidiaries or any of their respective assets, except for violations its subsidiaries as a party) which are could not reasonably likely be expected to have individually or in the aggregate a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation (or respective other similar documents) or By-Laws (or other similar documents) of the Company or any of the Company SubsidiariesSubsidiary; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except authority or any other Person (i) in connection with the applicable requirements of including without limitation pursuant to the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (amended, and the "HSR Act"rules and regulations promulgated thereunder), except (iiA) pursuant to the applicable requirements of in connection with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, (iiiB) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (ivC) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, such filings and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents 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 insurance Merger or the transactions contemplated by this Agreement, as set forth in Section 5.1(e) of the Disclosure Schedule, (D) the consents, approvals, orders, authorizations, registrations declarations and filings required under the laws of any state in foreign countries (which consents, if any, it shall be the Company or any obligation of Acquiror to obtain), (E) the approval of the Company Subsidiaries is domiciled or does business or in which Parent or any holders of a majority of the Parent Subsidiaries is domiciled or does businessoutstanding Shares required by the DGCL and the Company's Certificate of Incorporation, (viF) such Consents filings as may be required under with the Laws of Canada or any of the provinces thereof NASDAQ National Market or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect with respect to the Company and the Subsidiary or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 5.1(e) of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation FundSchedule, result in a Default violation or breach of, or constitute (as defined with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or result in Section 9.10the creation of any lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of the Company Subsidiaries Subsidiary or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or creations of lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not reasonably likely to have a Company Material Adverse EffectEffect with respect to the Company or the Subsidiary or adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (div) assuming the Consents consents, approvals, authorizations or permits and Permits filings or notifications referred to in this Section 4.4 5.1(e) are duly and timely obtained or made and the approval of the Merger and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of the Company Subsidiaries Subsidiary or to any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect with respect to the Company and the Subsidiary or adversely affect the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in Section 5.1(e) of the Disclosure Schedule, the Company does not know of any pending or proposed legislation, regulation or order (other than those affecting businesses such as the Company's generally) applicable to the Company or the Subsidiary or to the conduct of the business or operations of the Company or the Subsidiary which, if enacted or adopted, could have a material Adverse Effect with respect to the Company or the Subsidiary.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation (or respective Byother similar documents) or by-Laws laws (or other similar documents) of the Company Parent or any of the Company its Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder, the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations promulgated thereunder (and the "Exchange Act")NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessforeign countries, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, could not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, could not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, could not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization Incorporation or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company its Significant Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of 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 Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL BCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries its subsidiaries is authorized to do business, (iv) in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its subsidiaries' real property, if any (collectively, the "Gains Taxes"), (v) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vvi) 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 filing of appropriate documents withMerger or the transactions contemplated by this Agreement, (vii) such filings, consents, approvals, orders, registrations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents declarations as may be required under the insurance laws of any state foreign country in which the Company or any of the Company Subsidiaries is domiciled or does its subsidiaries conducts any business or in which Parent or owns any of the Parent Subsidiaries is domiciled or does businessassets, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiviii) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not be reasonably likely to to, in the aggregate, have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund5.4(c), result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of the Company its Significant Subsidiaries or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, in the aggregate, would not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; or (d) assuming the Consents consents, approvals, authorizations or permits and Permits filings or notifications referred to in this Section 4.4 5.4 are duly and timely obtained or made and and, with respect to the Merger, the approval of this Agreement by the Company's stockholders shareholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of the Company Subsidiaries its subsidiaries or to any of their respective assets, except for violations which are would not in the aggregate be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Schedule 5.4 set forth a correct and complete list of all agreements, leases, contracts, notes, mortgages, indentures, arrangements or other obligations binding upon the Company or any of its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement, except where the failure to obtain such consents or waivers would not in the aggregate be reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in SECTION 3.6 OF THE COMPANY DISCLOSURE LETTER and subject to obtaining the Company Stockholder Approval, neither the execution, delivery or and performance by the Company of this Agreement by or any of the Company Ancillary Documents nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will or thereby will: (ai) violate, conflict with or result in any a breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws of the Company or of any of its Subsidiaries; (ii) violate any Laws applicable to the Company or any of its Subsidiaries or their respective properties or assets, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (iii) result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, result in the creation of any Encumbrance upon any of the Company Subsidiaries; (b) except as set forth in Section 4.4 material properties or assets of the Company Disclosure Schedule, require or any Consent of its Subsidiaries under any governmental or regulatory authorityCompany Material Contract (as defined in Section 3.19), except (i) in connection with the applicable requirements for any of the Xxxx- foregoing matters specified in the foregoing clause which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; or (iv) other than: (A) the filings provided for in Section 1.3 hereof, (B) the filings required under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Securities Act, any applicable state securities or "blue sky" Laws or the rules and regulations of the NYSE and (C) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do businessapplicable foreign or supranational antitrust and competition Laws, (iv) as may be required by require any applicable state securities consent, approval, order or "blue sky" laws authorization of, or state takeover lawsdeclaration, (v) the filing of appropriate documents or registration with, and approval ofany Governmental Entity or any other Person, the respective Commissioners lack of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business which, individually or in which Parent or any of the Parent Subsidiaries is domiciled or does businessaggregate, (vi) such Consents as may would reasonably be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles certificate of Organization incorporation (or Certificate other similar documents) or by-laws (or other similar documents) of IncorporationParent; (ii) require any consent, as the case may beapproval, authorization or permit of, or respective By-Laws of the Company registration or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedulefiling with or notification to, require any Consent of any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- XxxxxHart-Xxxxxx Scott-Rodino Antitrust Improvements Act of 1976, as amended xxxxxxx (the xxx "HSR ActXXX ACT"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of foreign countries identified the Parent Subsidiaries is domiciled or does businessDisclosure Schedule, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 SECTION 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.

Consents and Approvals; No Violation. Neither (a) Except as set forth in Schedule 6.3, and other than obtaining the executionBuyer Required Regulatory Approvals, the Seller Required Consents and the Seller Required Regulatory Approvals, neither the execution and delivery or performance of this Agreement or the Ancillary Agreements by the Company Buyer nor the consummation purchase by the Company Buyer of the transactions contemplated hereby nor compliance by Purchased Assets pursuant to this Agreement and the Company with any of the provisions hereof Ancillary Agreements will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of IncorporationIncorporation or Bylaws (or other similar governing documents) of the Buyer, as the case may be(ii) require any consent, approval, authorization or permit of, or respective By-Laws of the Company filing with or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedulenotification to, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), or (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, bond, mortgage, indenture, license, agreement, lease or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Buyer or any of the Company Subsidiaries its subsidiaries is a party or by which any of their respective its assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; obtained, or (div) assuming violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer, and any assets of Buyer. (b) Except for (i) authorizations under Part II of the Consents Federal Power Act required (A) to implement sales under any wholesale sales agreements to be assigned to the Buyer, (B) to acquire, own and Permits operate the jurisdictional Purchased Assets and (C) to sell electricity from the Purchased Assets at wholesale market-based rates, (ii) approval by the FERC, under Part I of the Federal Power Act, of the transfer of the FERC project licenses related to, and necessary to operate, the Hydroelectric Assets, (iii) any MPUC approval necessary for the Sellers to transfer the Purchased Assets in Maine and/or for the Buyer to purchase the Purchased Assets in Maine, and to obtain exempt wholesale generator certification with respect to the Purchased Assets, (iv) the filing by the Buyer and the Sellers required by the HSR Act and the expiration or earlier termination of all waiting periods under the HSR Act, (v) any approval required of the MDEP, the EPA, or other governmental agency pursuant to any Environmental Law, (vi) the acceptance/approval by FERC of the Interconnection Agreement and the Transitional Power Sales Agreement, (vii) certification of Buyer as an exempt wholesale generator pursuant to Section 32 of the Holding Company Act with respect to the Purchased Assets (excluding approvals for sales to Affiliates), (viii) any authorizations or approvals of FERC required to be obtained by Buyer in connection with the HQ Agreements, and (ix) any authorizations or approvals of the SEC or FERC required for Buyer to acquire, own and operate the Purchased Assets without causing Buyer's parent, PP&L Resources, Inc., to become subject to registration under the Holding Company Act (the filings and approvals referred to in this Section 4.4 clauses (i) through (ix) are duly and timely obtained collectively referred to as the "Buyer Required Regulatory Approvals"), no declaration, filing or made and the registration with, or notice to, or authorization, consent or approval of this Agreement any governmental or regulatory body or authority is necessary for the consummation by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any Buyer of the Company Subsidiaries transactions contemplated hereby or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.by the Ancillary Agreements. 6.4

Consents and Approvals; No Violation. Except as set forth on Schedule 3.05 hereto and except for (a) applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.02 hereof) and the Parent Stockholders Meeting (as defined in Section 6.04 hereof), as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing of the Certificate of Merger as required by New York Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Transaction, (e) filing with the American Stock Exchange and the SEC with respect to the delisting and deregistration of the shares of Company Common Stock and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state or municipality or under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the Transaction. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.the

Consents and Approvals; No Violation. Except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), including the filing with and clearing by the SEC of a proxy statement relating to the Company Stockholders Meeting, as amended or supplemented from time to time (the “Company Proxy Statement”), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (c) applicable requirements of foreign and supranational laws relating to antitrust and anticompetition clearances, filings or notices, (d) the filing of the Certificate of Merger as required by Delaware Law, (e) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (f) filing with the NYSE and the SEC with respect to the delisting and deregistration of the shares of Company Common Stock and (g) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states of the United States and jurisdictions outside the United States, no filing with or prior notice to, and no permit, authorization, consent or approval of, any Person, including any federal, state, local, foreign, supranational or other governmental department, court, commission, governmental body, board, bureau, agency, tribunal or instrumentality (each, a “Governmental Entity”) is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach violation of any provision of the respective Articles certificate of Organization incorporation or Certificate bylaws of Incorporationthe Company, each as amended, or the certificate of incorporation, bylaws or analogous organizational documents (in the case may be, or respective Byof non-Laws of the Company or any of the Company Subsidiaries; (bcorporate entities) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authoritySubsidiary, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, each as amended (the "HSR Act")amended, (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) under a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, bond, mortgage, indenture, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any Subsidiary is a party or by which any of the Company Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (diii) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) federal, state, local or Law foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company or Company, any of the Company Subsidiaries Subsidiary or any of their respective properties or assets, except for violations excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which are not reasonably likely to would not, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization Incorporation or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiariesits subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of 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 Xxxx- Hart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL WBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries its subsidiaries is authorized to do business, (iv) in connection with any state or local tax which is attributable to the beneficial ownership of the Company's or its subsidiaries' real property, if any (collectively, the "Gains Taxes"), (v) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vvi) 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 filing of appropriate documents withMerger or the transactions contemplated by this Agreement, or (vii) such filings, consents, approvals, orders, registrations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents declarations as may be required under the insurance laws of any state foreign country in which the Company or any of the Company Subsidiaries is domiciled or does its subsidiaries conducts any business or in which Parent or owns any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effectassets; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund5.4(c), result in a Default violation or breach of, or constitute (as defined in Section 9.10) under any of the terms, conditions with or provisions of any Contract (as defined in Section 9.10) without due notice or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.lapse

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws Bylaws (or other similar governing documents) of the Company or any of the Company its Subsidiaries; , (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body, or non-governmental regulating body to the extent that the rules, regulations or orders of such body are binding upon the Company or otherwise have the effect of law (a "Governmental Entity") except (i) in connection with as may be required under the applicable requirements of the Xxxx- XxxxxHart-Xxxxxx Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ActHXX Xxx"), (ii) pursuant to xxx xxxlicable non-U.S. laws regulating competition or antitrust, the applicable requirements of Exchange Act, the Securities Exchange Act of 1934DGCL, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities takeover" or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts various states and the States applicable provisions of Delaware laws relating to the regulation of banks, broker-dealers and New York investment advisers and such Consents as may be required under the insurance laws rules and requirements of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessself-regulatory organization, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule require any consent, waiver or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, approval or result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement, contract, indenture or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, bound except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or the lease covering 10 Exchange Place, Jersey City, New Jersey, (d) assuming result in the Consents and Permits referred to in this Section 4.4 are duly and timely obtained creation ox xxxxxxxxxx xx xxx xxxxxxxx, xxxx, xxxxxx, xxxrge, security interest or made and encumbrance of any kind on any asset of the approval Company or any of this Agreement by the Company's stockholders has been obtained, its Subsidiaries or (e) violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of the Company its Subsidiaries or by which any of their respective assetsassets are bound, except in the case of (b), (c) and (d) for violations which are not any of the foregoing that would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation (or respective Byother similar documents) or by-Laws laws (or other similar documents) of the Company Parent or any of the Company its Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificates of Merger pursuant to the MBCL DGCL and the GBCC and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessforeign countries, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, could not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, could not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, could not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution, execution ------------------------------------ and delivery or performance of this Agreement by the Company Parent nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles certificate of Organization incorporation (or Certificate other similar documents) or bylaws (or other similar documents) of Incorporation, as the case may be, Parent or respective By-Laws of the Company or any of the Company its Material Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Material Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the ------- applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the -------------- Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") (including a Schedule 13D with ------------ regard to the Shareholders Voting Agreement in accordance with the Exchange Act), and the NNM, (iiiC) the filing of the Articles of Merger pursuant to the MBCL TBCA and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessDisclosure Schedule, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Material Subsidiaries is a party or by which any of their respective assets may be boundbound (or, with respect to Subsidiaries other than Material Subsidiaries, that would reasonably be expected to have a Material Adverse Effect on Parent), except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are that, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 5.1(g) are duly and timely -------------- obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Material Subsidiaries or to any of their respective assets, except for violations which are that, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the generality or effect of the foregoing, on or prior to the date of this Agreement, Parent has obtained the consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM Technologies International, inc. and certain principal officers of Parent and delivered a copy of such consent to the Company.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws Bylaws (or other similar governing documents) of the Company or any of the Company its Subsidiaries; , (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body, or non-governmental regulating body to the extent that the rules, regulations or orders of such body are binding upon the Company or otherwise have the effect of law (a "Governmental Entity") except (i) in connection with as may be required under the applicable requirements of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to any applicable non-U.S. laws regulating competition or antitrust, the applicable requirements of Exchange Act, the Securities Exchange Act of 1934DGCL, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities takeover" or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts various states and the States applicable provisions of Delaware laws relating to the regulation of banks, broker-dealers and New York investment advisers and such Consents as may be required under the insurance laws rules and requirements of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessself-regulatory organization, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule require any consent, waiver or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, approval or result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement, contract, indenture or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, bound except for such Defaults as to which requisite waivers the lease covering 00 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx, (x) result in the creation or consents have been obtained imposition of any mortgage, lien, pledge, charge, security interest or which are not reasonably likely to have a encumbrance of any kind on any asset of the Company Material Adverse Effect; or any of its Subsidiaries or (de) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of the Company its Subsidiaries or by which any of their respective assetsassets are bound, except in the case of (b), (c) and (d) for violations which are not any of the foregoing that would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company Except as set ------------------------------------ forth in Section 3.05 of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will PhoneTel Disclosure Letter and except for (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing ------------ with and clearing by the SEC of a joint proxy statement relating to the PhoneTel Stockholders Meeting and the Davel Stockholders Meeting, as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a --------------- Pre-Merger Notification and Report Form by PhoneTel and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iiic) the filing of the Articles ------- PhoneTel Certificate of Merger pursuant as required by Ohio Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Transaction, (e) filings with the American Stock Exchange and the SEC with respect to the MBCL delisting and appropriate documents with the relevant authorities of other states in which the Company or any deregistration of the Company Subsidiaries is authorized to do businessshares of PhoneTel Common Stock and (f) such consents, (iv) approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required by any applicable state securities public utility or "public service commissions or under the corporation, takeover or blue sky" sky laws of various states, no filing with or state takeover laws, (v) the filing of appropriate documents withprior notice to, and no permit, authorization, consent or approval of, any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the respective Commissioners of Insurance consummation by PhoneTel of the Commonwealth ------------------- Transaction. Neither the execution and delivery of Massachusetts and this Agreement by PhoneTel nor the States consummation by PhoneTel of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or Transaction, nor compliance by PhoneTel with any of the Company Subsidiaries is domiciled provisions hereof, will (i) conflict with or does business result in any violation of any provision of the articles of incorporation or in which Parent bylaws, or comparable organizational documents, of PhoneTel or any of the Parent Subsidiaries is domiciled or does businessPhoneTel Subsidiary, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (cii) except as set forth in Section 4.4 3.05 of the Company PhoneTel Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation FundLetter, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) under a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which PhoneTel or any PhoneTel Subsidiary is a party or by which any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as or, (iii) subject to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents governmental filings and Permits other matters referred to above in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.05, violate any Order (as defined in Section 9.10) Federal, state, local or Law foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company or PhoneTel, any of the Company Subsidiaries PhoneTel Subsidiary or any of their respective properties or assets, except for violations which are excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably likely be expected to have a Company PhoneTel Material Adverse EffectEffect or impair materially PhoneTel's ability to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction. The Ohio Control Share Acquisition Act (Section 1701.831 et seq. of the Ohio Law) does -- --- not apply to the execution and delivery of this Agreement or the consummation of the Transaction.

Consents and Approvals; No Violation. Neither Except as set forth in Section 4.07 of the executionParent Disclosure Letter, the execution and delivery by each of the Parent or performance the Sub of this Agreement by the Company nor Transaction Documents to which they are a party and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof such -19- Transaction Documents will not (ai) conflict with or result in any breach of any provision of the respective Articles Certificates of Organization Incorporation or Certificate of Incorporation, as the case may be, Bylaws (or respective By-Laws other similar governing documents) of the Company Parent, the Sub or any of the Company their Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable Securities Act or the Exchange Act, (C) pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")DGCL, (iiiD) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable filings under state securities securities, blue sky or "blue skytakeover" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, and approval ofapprovals, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required authorizations or filings under the insurance laws of any state in which jurisdictions outside the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessUnited States, (viF) such Consents as may be consents, approvals, authorizations, permits, filings or notifications required under the Laws of Canada by local, state and federal regulatory agencies, commissions, boards or any of the provinces thereof public authorities with jurisdiction over health care facilities and providers or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or the Sub or any of the Company their Subsidiaries is a party or by which any of its Subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are would not reasonably likely to have a Company Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by Transaction Documents; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Parent or the Sub or any of their Subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby by the Transaction Document; or (dv) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order order, writ, injunction, decree, statute (as defined in Section 9.10) including, without limitation, state laws governing "business combinations," "moratorium," "control share," or Law other state antitakeover statutes or regulations), rule or regulation applicable to the Company Parent, the Sub or any of the Company their Subsidiaries or any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect on the Parent or the Sub or have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents.

Consents and Approvals; No Violation. Neither Except as set forth in Section 4.07 of the executionParent Disclosure Letter, the execution and delivery by each of the Parent or performance the Sub of this Agreement by the Company nor Transaction Documents to which they are a party and the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof such Transaction Documents will not (ai) conflict with or result in any breach of any provision of the respective Articles Certificates of Organization Incorporation or Certificate of Incorporation, as the case may be, Bylaws (or respective By-Laws other similar governing documents) of the Company Parent, the Sub or any of the Company their Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable Securities Act or the Exchange Act, (C) pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")DGCL, (iiiD) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable filings under state securities securities, blue sky or "blue skytakeover" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, and approval ofapprovals, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required authorizations or filings under the insurance laws of any state in which jurisdictions outside the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessUnited States, (viF) such Consents as may be consents, approvals, authorizations, permits, filings or notifications required under the Laws of Canada by local, state and federal regulatory agencies, commissions, boards or any of the provinces thereof public authorities with jurisdiction over health care facilities and providers or (viiG) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or the Sub or any of the Company their Subsidiaries is a party or by which any of its Subsidiaries or any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are would not reasonably likely to have a Company Material Adverse EffectEffect on the Parent or the Sub or has a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by Transaction Documents; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Parent or the Sub or any of their Subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated hereby by the Transaction Document; or (dv) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order order, writ, injunction, decree, statute (as defined in Section 9.10) including, without limitation, state laws governing "business combinations," "moratorium," "control share," or Law other state antitakeover statutes or regulations), rule or regulation applicable to the Company Parent, the Sub or any of the Company their Subsidiaries or any of their respective assets, except for violations which are would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect on the Parent or the Sub or have a material adverse effect on the ability of the Parent or the Sub to consummate the transactions contemplated by the Transaction Documents.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles certificate of Organization incorporation (or Certificate other similar documents) or by-laws (or other similar documents) of IncorporationParent; (ii) require any consent, as the case may beapproval, authorization or permit of, or respective By-Laws of the Company registration or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedulefiling with or notification to, require any Consent of any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessDisclosure Schedule, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in 11 effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 SECTION 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company National City nor the consummation by the Company National City of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles its certificate of Organization incorporation or Certificate by-laws of IncorporationNational City, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory authorityor administrative agency or commission, domestic or foreign (a "Governmental Entity"), except (i) in connection with pursuant to the applicable requirements Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) filing the Delaware Certificate of Merger and Certificate of Designation pursuant to the DGCL, (iii) filing the Ohio Certificate of Merger, (iv) filings required under the securities or blue sky laws of the Xxxx- various states, (v) filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iivi) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amendedfilings with, and approval by, the rules and regulations promulgated thereunder Federal Reserve Board (the "Exchange ActFRB"), (iiivii) filings with, and approvals by, the filing Ohio Superintendent of the Articles of Merger pursuant to the MBCL Financial Institutions and appropriate documents with the relevant authorities of such other states in which the Company or any of the Company Subsidiaries is authorized to do businessstate regulatory agencies (including, (ivbut not limited to, other state bank and insurance regulatory agencies) as may be required by (collectively, the "State Entities"), (viii) filings and approvals pursuant to any applicable state securities or "blue sky" laws or state takeover lawslaw, (vix) any consents, authorizations, approvals, filings or exemptions in connection with compliance with applicable provisions of federal and state securities laws relating to the filing regulations of appropriate documents broker-dealers, investment advisers or transfer agents, (x) any filings with, approvals by and approval of, notifications pursuant to the respective Commissioners of Insurance rules and regulations of the Commonwealth National Association of Massachusetts and Securities Dealers (the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business"NASD"), (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viixi) where the failure to obtain such Consents is consents, approvals, authorizations, permits, filings or notifications which, if not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and will not, individually or in the approval of this Agreement by the Company's stockholders has been obtainedaggregate, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Recapitalization Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby hereby, nor compliance by the Company with any of the term or provisions hereof hereof, will (ai) conflict with or result in any breach of violate any provision of the respective Articles of Organization or Restated Certificate of Incorporation, as to be amended in accordance with the case may beterms and conditions hereof, or respective By-Laws the Amended and Restated Bylaws of the Company; (ii) require any consent, approval, authorization or permit of, or registration, declaration or filing with or notification to, any Governmental Entity, except for (a) (i) the filing by the Company or any with the Commission of a proxy statement in definitive form relating to the Company Stockholders Meeting (the "Proxy Statement") and (ii) the filing by the Company with the Commission of a registration statement on Form S-1 (the "S-1") in accordance with the terms and conditions of the Company Subsidiaries; Registration Rights Agreement and the order by the Commission declaring the effectiveness of the S-1, (b) except as set forth in Section 4.4 the filing with the Secretary of State of the Company Disclosure Schedule, require any Consent State of any governmental or regulatory authority, except (i) in connection with the applicable requirements Delaware of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act amendment to the Restated Certificate of 1976, as amended (Incorporation and the "HSR Act")Certificate of Designation, (iic) pursuant such filings and approvals as are required to be made or obtained under the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover lawsof various states in connection with the issuance of the Common Shares and Preferred Shares pursuant to this Agreement, (vd) the Stockholders Approval, (e) the filing by the Company of appropriate documents withan application with the AMEX for the listing on the AMEX of the Common Shares, (f) the notification from AMEX that the Common Shares have been approved for listing, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vig) such Consents as may be required under the Laws of Canada consents, approvals, authorizations, permits, filings or any of the provinces thereof or (vii) notifications where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, could not in the aggregate reasonably likely be expected to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 Effect or adversely affect the ability of the Company Disclosure Schedule to consummate the transactions contemplated hereby or except for any Default relating which are otherwise obtained on or prior to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, Consummation Date; (iii) result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to either a right of termination, cancellation or acceleration of a Lien) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) material note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of the Company Subsidiaries or any of their respective assets Subsidiary may be bound, which would in the aggregate reasonably be expected to have a Material Adverse Effect, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or Lien) as to which requisite waivers or consents have been or will be obtained on or which are not reasonably likely prior to have a Company Material Adverse Effectthe Consummation Date; or (div) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of the Company Subsidiaries or any of their respective assetsCompany, except for violations which are would not in the aggregate reasonably likely be expected to have a Company Material Adverse EffectEffect or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles Certificates of Organization Incorporation or Certificate of Incorporation, as the case may be, Bylaws (or respective By-Laws other similar governing documents) of the Company or any of the Company Subsidiaries; (b) its subsidiaries, and except as set forth disclosed in Section 4.4 3.07 of the Company Disclosure ScheduleLetter and except for filings, require any Consent of any governmental or regulatory authoritypermits, except (i) in connection with the authorizations, notices, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Act, the Exchange Act of 1934Act, as amendedthe DGCL, and the rules "takeover" or blue sky laws of various states and regulations promulgated thereunder (consents, approvals, authorizations or filings under laws of jurisdictions outside the "Exchange Act")United States, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do businessfilings, (iv) notices, consents, authorizations and approvals as may be required by any applicable state securities local, state, and federal regulatory agencies, commissions, boards, or "blue sky" laws or state takeover lawspublic authorities with jurisdiction over health care facilities and providers, (vi) the filing of appropriate documents withrequire any consent, and approval approval, authorization or permit of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of or filing with or notification to, any state in which the Company governmental or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessregulatory authority, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) except where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 Effect or have a material adverse effect on the ability of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with consummate the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, transactions contemplated hereby; (ii) result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company is a party or by which the Company or any of the Company Subsidiaries its assets or any of their respective assets subsidiaries may be bound, except for such Defaults as to defaults (or rights of termination, cancellation or acceleration) which requisite waivers or consents have been obtained or which are would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (iii) result in the creation or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained imposition of any mortgage, lien, pledge, charge, security interest or made and the approval encumbrance of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to kind on any asset of the Company or any of its subsidiaries which, in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of the Company Subsidiaries to consummate the transactions contemplated hereby; or (iv) violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation applicable to the Company, any of its subsidiaries or by which any of their respective assets, except for violations which assets are not reasonably likely to have a Company Material Adverse Effectbound.

Consents and Approvals; No Violation. Neither Except for the executionapplicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, ax xxxxxxx xxx xxx rules and regulations thereunder (the "HSR Act"), to the knowledge of each of the Seller, the Parent and MTI, respectively, there is no requirement applicable to the Seller, the Parent or MTI to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to (i) the lawful consummation by the Seller, the Parent or MTI of the transactions contemplated by this Agreement or (ii) the lawful consummation by the Parent of the transactions contemplated by the Indemnification Agreement. Except as set forth in Schedule 3.3, neither the execution and delivery or performance of this Agreement by the Company Seller, the Parent and MTI (and of the Indemnification Agreement by the Parent) nor the consummation by the Company Seller, the Parent and MTI of the transactions contemplated hereby (and by the Parent of the transactions contemplated by the Indemnification Agreement) nor compliance by the Company Seller, the Parent and MTI with any of the provisions hereof (and by the Parent with any of the provisions of the Indemnification Agreement) will (ai) conflict with or result in any breach of any provision the certificate of limited partnership or the limited partnership agreement of the respective Articles of Organization Seller or the Certificate of IncorporationIncorporation or By-laws of the Seller or MTI, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements knowledge of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval ofSeller, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, MTI result in a Default (as defined in Section 9.10) under breach of or default, or give rise to any right of the termstermination, conditions cancellation or provisions of acceleration under, any Contract (as defined in Section 9.10) material note, bond, mortgage, indenture, license, agreement, lease or Permit (as defined in Section 9.10) other similar instrument or obligation to which the Company Seller the Parent or MTI is a party or by which any of the Company Subsidiaries its properties or any of their respective assets may be bound, except for such Defaults breaches or defaults (or, rights of termination cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; obtained, or (diii) assuming compliance with the Consents HSR Act, to the knowledge of the Seller and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedMTI, violate any Order (as defined in Section 9.10) material order, judgment, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Seller, the Parent MTI, the Business or any of the Company Subsidiaries Assets, excluding from the foregoing clauses (ii) and (iii) such breaches, defaults, rights of termination, cancellation or any of their respective assets, except for acceleration and violations which are would not reasonably likely to have a Company Business Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance by InfoAccess and the Significant Shareholders of this Agreement by the Company nor the consummation by InfoAccess and the Company Significant Shareholders of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will shall (ai) conflict with or result in any breach of any provision of the respective Articles of Organization Incorporation or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company SubsidiariesInfoAccess; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization, or permit of, or filing with or notification to, any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to filings by IntraNet Solutions under the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Securities Exchange Act"), the Nasdaq National Market and the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (iiithe "Securities Act") and applicable state securities laws, and (B) the filing of the Merger Articles of Merger pursuant to the MBCL WBCA and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries InfoAccess is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) under a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under, any of the terms, conditions conditions, or provisions of any note, license, agreement, Listed Contract (as defined in Section 9.10) 5.1(x)), or Permit (as defined in Section 9.10) other instrument or obligation to which the Company InfoAccess or any of the Company Subsidiaries Significant Shareholders or any of their respective assets may be bound, except as set forth on Schedule 5.1(f) or except for such Defaults violations, breaches, and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are such as would not reasonably likely to have a Company Material Adverse Effectmaterial adverse effect on InfoAccess; or (div) assuming the Consents consents, approvals, authorizations or permits and Permits filings or notifications referred to in this Section 4.4 5.1(f) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule, or Law regulation applicable to the Company InfoAccess or any of the Company Subsidiaries Significant Shareholders or to any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except Except as set forth in Section 4.4 3.05 of the Company PhoneTel Disclosure Schedule, require any Consent of any governmental or regulatory authority, Letter and except for (ia) in connection with the applicable requirements of the Xxxx- Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the SEC of a joint proxy statement relating to the PhoneTel Stockholders Meeting and the Davel Stockholders Meeting, as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by PhoneTel and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing of the PhoneTel Certificate of Merger as required by Ohio Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Transaction, (e) filings with the American Stock Exchange and the SEC with respect to the delisting and deregistration of the shares of PhoneTel Common Stock and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required by state public utility or public service commissions or under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any Federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by PhoneTel of the Transaction. Neither the execution and delivery of this Agreement by PhoneTel nor the consummation by PhoneTel of the Transaction, nor compliance by PhoneTel with any of the provisions hereof, will (i) conflict with or result in any violation of any provision of the articles of incorporation or bylaws, or comparable organizational documents, of PhoneTel or any PhoneTel Subsidiary, (ii) except as set forth in Section 3.05 of the PhoneTel Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which PhoneTel or any PhoneTel Subsidiary is a party or by which any of them or any of their properties or assets may be bound, or, (iii) subject to the governmental filings and other matters referred to above in this Section 3.05, violate any Federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to PhoneTel, any PhoneTel Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a PhoneTel Material Adverse Effect or impair materially PhoneTel's ability to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction. The Ohio Control Share Acquisition Act (Section 1701.831 et seq. of the Ohio Law) does not apply to the execution and delivery of this Agreement or the consummation of the Transaction. Section 3.06 SEC Reports and Financial Statements. (a) Since December 31, 1994, PhoneTel has filed all required forms, reports and documents with the SEC required to be filed by it pursuant to the applicable requirements of the Securities Exchange Act of 19341933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Exchange ActAct (hereinafter collectively referred to as the "PhoneTel Reports"), (iii) the filing all of which have complied in all material respects with all applicable requirements of the Articles of Merger pursuant to Securities Act and the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any Exchange Act. (b) None of the Company PhoneTel Reports, including, without limitation, any financial statements or schedules included therein, at the time filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) The consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and changes in financial position (including, without limitation, the related notes thereto) of PhoneTel and the PhoneTel Subsidiaries is authorized included in the financial statements contained in PhoneTel's Annual Report on Form 10-K for the year ended December 31, 1997 (the "PhoneTel 10-K") and in PhoneTel's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (the "PhoneTel 10-Q"), present fairly the consolidated financial position of PhoneTel and the PhoneTel Subsidiaries as of their respective dates, and the results of consolidated operations and changes in consolidated financial position for the periods then ended, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis, except as otherwise noted therein, and subject in the case of unaudited interim financial statements to do normal year-end audit adjustments and the absence of footnotes. Section 3.07 Absence of Undisclosed Liabilities. Neither PhoneTel nor any PhoneTel Subsidiary has any liabilities (whether absolute, accrued or contingent), except: (a) liabilities, obligations or contingencies that are accrued and reserved against in the consolidated balance sheet of PhoneTel and the PhoneTel Subsidiaries as of December 31, 1997 or reflected in the notes thereto, (b) liabilities incurred since December 31, 1997 in the ordinary course of business, (ivc) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance liabilities disclosed in Section 3.07 of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessPhoneTel Disclosure Letter, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming any liabilities which, individually or in the Consents aggregate, have not had, and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are would not reasonably likely be expected to have have, a Company PhoneTel Material Adverse Effect.. Section 3.08

Consents and Approvals; No Violation. Neither Except as may be required by ------------------------------------ the executionExchange Act, delivery or performance the Securities Act of this Agreement by 1933, as amended (the Company nor the consummation by the Company "Securities Act"), Title II of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective ByXxxx-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, state securities laws and the rules and regulations promulgated thereunder (the "Exchange Act")DGCL, (iii) the filing of the Articles of Merger pursuant there is no requirement applicable to the MBCL and appropriate documents with the relevant authorities of other states in which the Company NexGen or any of the Company NexGen Subsidiaries is authorized to do business, (iv) as may be required by make any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and or to obtain any permit, authorization, consent or approval of, any governmental or regulatory authority as a condition to the respective Commissioners of Insurance lawful consummation by NexGen of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws transactions contemplated by this Agreement. NexGen does not know of any state reason why any required permit, authorization, consent or approval will not be obtained. Neither the execution and delivery of this Agreement or the Credit Agreement by NexGen nor the consummation by NexGen of the transactions contemplated by this Agreement or the Credit Agreement will (a) conflict with or result in which any breach of any provision of the Company Certificate of Incorporation or Bylaws of NexGen, (b) result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair NexGen's or any of the Company Subsidiaries is domiciled NexGen Subsidiaries' rights or does business alter the rights or in obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material contract, note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent NexGen or any of the Parent NexGen Subsidiaries is domiciled a party or does business, (vi) such Consents as may be required under the Laws of Canada by which NexGen or any of the provinces thereof NexGen Subsidiaries or (vii) where the failure to obtain such Consents its or any of their respective properties is not reasonably likely to have a Company Material Adverse Effect; bound or affected, (c) except as set forth violate in Section 4.4 of the Company Disclosure Schedule any material respects any statute, rule, regulation, order, writ, injunction or except for decree applicable to NexGen, any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries NexGen Subsidiary or any of their respective assets may be boundwhere the consequences of such violation would, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to in the aggregate, have a Company Material Adverse Effect; material and adverse effect on NexGen and the NexGen Subsidiaries taken as a whole, or (d) assuming result in the Consents and Permits referred to creation of any material, individually or in this Section 4.4 are duly and timely obtained the aggregate, liens, charges or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or encumbrances on any of the Company Subsidiaries assets of NexGen or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effectthe NexGen Subsidiaries.

Consents and Approvals; No Violation. Neither Except for applicable requirements of the executionXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the "HSR Act"), there is no requirement applicable to Seller or the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local domestic or foreign (a "Governmental Entity") as a condition to the lawful consummation by Seller of the transactions contemplated by this Agreement, except where the failure to make any such filing or obtain any such permit, authorization, consent or approval would not have a Material Adverse Effect. Except as set forth in Section 2.4 of the Disclosure Schedule and except for applicable requirements of the HSR Act, neither the execution and delivery or performance of this Agreement by the Company Seller, nor the consummation by the Company Seller of the transactions contemplated hereby hereby, nor compliance by the Company Seller with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles certificate of Organization incorporation or Certificate bylaws of IncorporationSeller, as Flavors or the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Company, (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default breach of, or default under (as defined in Section 9.10) under or give rise to any right of termination, cancellation or acceleration under), any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, bond, mortgage, indenture, license, agreement, lease or Permit (as defined in Section 9.10) other instrument or obligation to which Seller, the Company or any of the Company Subsidiaries Subsidiary is a party, or by which any of their respective businesses, properties or assets may be bound, except for such Defaults breaches or defaults (or rights of termination, cancellation or acceleration) set forth in Section 2.4 of the Disclosure Schedule as to which requisite waivers or consents have been obtained or which are not reasonably likely will be obtained prior to have a Company Material Adverse Effect; the Closing Date, or (diii) assuming violate any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to Seller, the Consents and Permits referred to in this Section 4.4 are duly and timely obtained Company or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) assets or Law applicable to properties of the Company or any Subsidiary, except for such violations which would not have a Material Adverse Effect. Except as set forth in Section 2.4 of the Disclosure Schedule, there is no Proceeding (as defined below) pending or, to the knowledge of the Company Subsidiaries or Seller, threatened against Seller, Flavors, the Company or any Subsidiary that seeks to prevent the consummation of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effectthe transactions contemplated hereby.

Consents and Approvals; No Violation. Neither No filing or registration with, or authorization, consent or approval of, any domestic (federal, state or local), foreign (federal, state, provincial, territorial or local) or supranational court, governmental body, regulatory agency, authority, commission, tribunal or securities exchange (a "Governmental Entity") is required by or with respect to Parent, Sub or any of their respective Subsidiaries in connection with the execution, execution and delivery or performance of this Agreement by the Company nor Parent or Sub or is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authoritythis Agreement, except (i) in connection with the applicable requirements filing of a premerger notification and report form by Parent under the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and such filings as are required under Council Regulation No. 4064/89 of the European Community, as amended (the "EC Merger Regulation"), and under the respective antitrust statutes in Brazil and Mexico, (ii) the filing of the Certificate of Merger with the Filing Office and appropriate documents with the relevant authorities of other states, if any, specified in Section 2.4 of the Parent Letter in which Parent or any of its Subsidiaries is qualified to do business, (iii) such filings as may be required in connection with the taxes described in Section 5.11, (iv) pursuant to applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and the applicable requirements NYSE, (v) the filing with the SEC by Parent of the Registration Statement under the Securities Act and of such reports as may be required by Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended, and amended (together with the rules and regulations promulgated thereunder (thereunder, the "Exchange Act"), or by The Toronto Stock Exchange (iiithe "TSE") the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state Canadian federal or provincial securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts regulations in connection with this Agreement and the States of Delaware transactions contemplated hereby and New York (vi) such other filings, approvals, orders, notices, registrations, declarations and such Consents consents as may be required under any applicable state takeover or similar laws, and any applicable state environmental laws or laws with respect to the insurance laws ownership by a foreign entity of real property, but with respect to this clause (vi), only as specified in Section 2.4 of the -9- Parent Letter. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby will (with or without due notice or lapse of time or both) result in any violation of, or default or the loss of a material benefit under, or give to others a right of termination, cancellation or acceleration of any state obligation under, or result in which the Company creation of any security interests, liens, claims, pledges, mortgages, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (each, a "Lien") upon, any property or asset of Parent or any of its Subsidiaries under any provision of (i) the Company Subsidiaries is domiciled respective certificates or does business articles of incorporation or in bylaws or comparable organizational documents of Parent or Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument, permit, concession, franchise or obligation to which Parent or any of the Parent its Subsidiaries is domiciled a party or does business, (vi) such Consents as may be required under the Laws by which any of Canada them or any of the provinces thereof their respective properties or assets may be bound or affected or (viiiii) where the failure any judgment, order, writ, injunction, decree, law, statute, rule or regulation applicable to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company Parent or any of the Company its Subsidiaries or any of their respective properties, assets may be boundor operations, except other than, in the case of clause (ii) or (iii), for such Defaults as to which requisite waivers violations, defaults, losses, rights or consents have been obtained Liens that would not, individually or which are in the aggregate, prevent, delay or impair the consummation of the Merger in any respect and would not reasonably likely to have a Company Parent Material Adverse Effect; Effect or (d) assuming materially impact the Consents ability of Parent and Permits referred Sub to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of perform their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effectobligations under this Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in Section 3.6 of the Company Disclosure Letter and subject to obtaining the Company Stockholder Approval, neither the execution, delivery or and performance by the Company of this Agreement by or any of the Company Ancillary Documents nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will or thereby will: (ai) violate, conflict with or result in any a breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws of the Company or of any of its Subsidiaries; (ii) violate any Laws applicable to the Company or any of its Subsidiaries or their respective properties or assets, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (iii) result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, result in the creation of any Encumbrance upon any of the Company Subsidiaries; (b) except as set forth in Section 4.4 material properties or assets of the Company Disclosure Schedule, require or any Consent of its Subsidiaries under any governmental or regulatory authorityCompany Material Contract (as defined in Section 3.19), except (i) in connection with the applicable requirements for any of the Xxxx- Xxxxxforegoing matters specified in the foregoing clause which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; or (iv) other than: (A) the filings provided for in Section 1.3 hereof, (B) the filings required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act, any applicable state securities or "blue sky" Laws or the rules and regulations of the NYSE and (C) the filing of a premerger notification and report form by the Company under the Hart-Xxxxxx Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR ActXXX Xxx")) xx xxy applicable foreign or supranational antitrust and competition Laws, (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934require any consent, as amendedapproval, and the rules and regulations promulgated thereunder (the "Exchange Act")order or authorization of, (iii) the or declaration, filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or registration with, any Governmental Entity or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval ofother Person, the respective Commissioners lack of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business which, individually or in which Parent or any of the Parent Subsidiaries is domiciled or does businessaggregate, (vi) such Consents as may would reasonably be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company or any of the Company Subsidiaries or any of their respective assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation (or respective Byother similar documents) or by-Laws laws (or other similar documents) of the Company Parent or any of the Company its Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- Harx-Xxxxx-Xxxxxx Antitrust Xxtitrust Improvements Act of 1976, as amended (the "HSR Act"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificates of Merger pursuant to the MBCL DGCL and the GBCC and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessforeign countries, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, could not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, could not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse Effect.its

Consents and Approvals; No Violation. Neither None of the execution, execution and delivery or performance by Preview of this Agreement by and the Company nor Preview Merger Agreement, the consummation by the Company Preview of the transactions contemplated hereby nor and thereby or compliance by the Company Preview with any of the provisions hereof of this Agreement will (ai) conflict with or result in any a breach of any provision of the respective Articles charters or bylaws (or similar governing documents) of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws of the Company Preview or any of its Subsidiaries, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to Section 3(a)(10) of the Company Subsidiaries; Securities Act, certain state securities statutes, and (bB) for filing the Articles of Merger with respect to the Preview Merger pursuant to the CGCL, (iii) except as set forth in Section 4.4 of the Company Preview Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in Section 9.10) under the creation of a lien or encumbrance on any of the terms, conditions or provisions assets of any Contract (as defined in Section 9.10) or Permit (as defined in Section 9.10) to which the Company Preview or any of the Company its Subsidiaries pursuant to any note, license, agreement or other instrument or obligation to which Preview or any of its Subsidiaries is a party or by which Preview or any of its Subsidiaries or any of their respective assets may be boundbound or affected, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or (div) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained violate or made and the approval of this Agreement by the Company's stockholders has been obtainedconflict with any order, violate any Order (as defined in Section 9.10) writ, injunction, decree, statute, rule or Law regulation applicable to the Company Preview or any of the Company its Subsidiaries or any of their respective properties or assets, except for other than (A) such defaults, rights of termination, cancellation, amendment or acceleration, liens and encumbrances, violations which and conflicts set forth pursuant to (iii) and (iv) above, and (B) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (ii) above that are not reasonably likely to obtained, which, in the aggregate, would not have a Company Material Adverse EffectEffect on Preview and would not materially impair Preview's ability to consummate the transactions contemplated by this Agreement and the Preview Merger Agreement.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws Bylaws (or other similar governing documents) of the Company or any of the Company its Subsidiaries; , (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body, or non-governmental regulating body to the extent that the rules, regulations or orders of such body are binding upon the Company or otherwise have the effect of law (a "GOVERNMENTAL ENTITY") except (i) in connection with as may be required under the applicable requirements of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to any applicable non-U.S. laws regulating competition or antitrust, the applicable requirements of Exchange Act, the Securities Exchange Act of 1934DGCL, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities takeover" or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts various states and the States applicable provisions of Delaware laws relating to the regulation of banks, broker-dealers and New York investment advisers and such Consents as may be required under the insurance laws rules and requirements of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessself-regulatory organization, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule require any consent, waiver or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, approval or result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement, contract, indenture or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, bound except for such Defaults as to which requisite waivers the lease covering 00 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx, (x) result in the creation or consents have been obtained imposition of any mortgage, lien, pledge, charge, security interest or which are not reasonably likely to have a encumbrance of any kind on any asset of the Company Material Adverse Effect; or any of its Subsidiaries or (de) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company or any of the Company its Subsidiaries or by which any of their respective assetsassets are bound, except in the case of (b), (c) and (d) for violations which are not any of the foregoing that would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles Certificates of Organization Incorporation or Certificate of Incorporation, as the case may be, Bylaws (or respective By-Laws other similar governing documents) of the Company or any of the Company Subsidiaries; (b) its subsidiaries, and except as set forth disclosed in Section 4.4 3.07 of the Company Disclosure ScheduleLetter and except for filings, require any Consent of any governmental or regulatory authoritypermits, except (i) in connection with the authorizations, notices, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx- Hart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Act, the Exchange Act of 1934Act, as amendedthe DGCL, and the rules "takeover" or blue sky laws of various states and regulations promulgated thereunder (consents, approvals, authorizations or filings under laws of jurisdictions outside the "Exchange Act")United States, (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do businessfilings, (iv) notices, consents, authorizations and approvals as may be required by any applicable state securities local, state, and federal regulatory agencies, commissions, boards, or "blue sky" laws or state takeover lawspublic authorities with jurisdiction over health care facilities and providers, (vi) the filing of appropriate documents withrequire any consent, and approval approval, authorization or permit of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of or filing with or notification to, any state in which the Company governmental or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessregulatory authority, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) except where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to in the aggregate have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 Effect or have a material adverse effect on the ability of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with consummate the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, transactions contemplated hereby; (ii) result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company is a party or by which the Company or any of the Company Subsidiaries its assets or any of their respective assets subsidiaries may be bound, except for such Defaults as to defaults (or rights of termination, cancellation or acceleration) which requisite waivers or consents have been obtained or which are would not reasonably likely to in the aggregate have a Company Material Adverse EffectEffect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby; (iii) result in the creation or (d) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained imposition of any mortgage, lien, pledge, charge, security interest or made and the approval encumbrance of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to kind on any asset of the Company or any of its subsidiaries which, in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of the Company Subsidiaries to consummate the transactions contemplated hereby; or (iv) violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation applicable to the Company, any of its subsidiaries or by which any of their respective assets, except for violations which assets are not reasonably likely to have a Company Material Adverse Effectbound.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization Incorporation or Certificate certificate of Incorporationincorporation, as the case may be, or respective By-Laws of the Company or any of the Company its Subsidiaries; (b) except as set forth in on Section 4.4 3.4(b) of the Company Disclosure Schedule, require any Consent of 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 Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL MGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company its Subsidiaries is authorized to do businessbusiness all of which states are set forth on Section 3.4(b)(iii) of the Company Disclosure Schedule, (iv) as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents withsuch filings, consents, approvals, orders, registrations and approval of, the respective Commissioners of Insurance declarations of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents Company as may be required under the insurance laws of any state in which the Company Germany or any of the Company Subsidiaries is domiciled other relevant foreign country or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in on Section 4.4 3.4(c) of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation FundSchedule, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which are would not reasonably likely to have a Company Material Adverse Effect; or (d) assuming the Consents consents, approvals, authorizations or permits and Permits filings or notifications referred to in this Section 4.4 3.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (order, writ, injunction, decree, statute, rule or regulation in effect as defined in Section 9.10) or Law of the date of this Agreement and applicable to the Company or any of the Company its Subsidiaries or any of their respective assets, except for violations which are would not reasonably likely to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company or the Company Stockholder, nor the consummation by the Company or the Company Stockholder of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will this Agreement, will: (a) conflict require any consent, approval, authorization, or permit of, or filing with or result in notification to, any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, Governmental Authority (as the case may be, or respective By-Laws of the Company or any of the Company Subsidiaries; (b) except as set forth defined in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority10.16), except (i) the filing of a Certificate of Merger in connection accordance with Delaware Law and the applicable requirements Articles of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")merger in accordance with Texas Law, (ii) pursuant to any regulatory approvals or routine governmental consents normally acquired after the applicable requirements consummation of transactions such as transactions of the Securities Exchange Act of 1934nature contemplated by this Agreement, as amended, which consents and the rules and regulations promulgated thereunder (the "Exchange Act"), approvals are listed on Schedule 3.4,or (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement or (iv) approvals required pursuant to the HSR Act; (cb) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions conditions, or provisions of any Contract (as defined in Section 9.10) contract, commitment or Permit (as defined in Section 9.10) similar agreement to which the Company or any of the Company Subsidiaries or any of their respective assets may be boundis a party, except (i) as set forth on Schedule 3.4 or (ii) for such Defaults defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (dc) assuming compliance with the Consents and Permits matters referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained3.4(a), violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule, or Law regulation applicable to the Company or Company, any of the Company Subsidiaries Subsidiaries, or any of their respective assets, except for violations which are not reasonably likely expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not, and the consummation of the transactions contemplated by this Agreement will not result, in violation of its Articles of Incorporation or Bylaws.

Consents and Approvals; No Violation. Except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), including the filing with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.02 hereof), as amended or supplemented from time to time (the "Company Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form by the Company and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (c) the filing of the Certificate of Merger as required by Delaware Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (e) filing with the NYSE and the SEC with respect to the delisting and deregistration of the shares of Company Common Stock and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states of the United States and jurisdictions outside the United States, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach violation of any provision of the respective Articles articles of Organization or Certificate of Incorporationincorporation, as the case may beamended, or respective By-Laws bylaws of the Company or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")Subsidiary, (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) under a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, bond, mortgage, indenture, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any Subsidiary is a party or by which any of the Company Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; or or, (diii) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) federal, state, local or Law foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company or Company, any of the Company Subsidiaries Subsidiary or any of their respective properties or assets, except for violations which are excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. Except as set ------------------------------------ forth on Schedule 3.05 hereto and except for (a) applicable requirements of the ------------- Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and -------------- the rules and regulations thereunder (the "Exchange Act"), including the filing ------------ with and clearing by the United States Securities and Exchange Commission (the "SEC") of a proxy statement relating to the Company Stockholders Meeting (as ---- defined in Section 5.02 hereof) and the Parent Stockholders Meeting (as defined in Section 6.04 hereof), as amended or supplemented from time to time (the "Proxy Statement"), (b) the filing of a Pre-Merger Notification and Report Form ---------------- by the Company and the expiration or termination of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), (c) the filing of the Certificate of Merger as required by New York Law, (d) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Transaction, (e) filing with the American Stock Exchange and the SEC with respect to the delisting and deregistration of the shares of Company Common Stock and (f) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under public utility, telecommunication or payphone laws, rules or regulations of any state or municipality or under the corporation, takeover or blue sky laws of various states, no filing with or prior notice to, and no permit, authorization, consent or approval of, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Entity") is necessary for the consummation by the Company of the -------------------- Transaction. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach violation of any provision of the respective Articles certificate of Organization or Certificate of Incorporationincorporation, as the case may beamended, or respective By-Laws bylaws of the Company or any of the Company Subsidiaries; Subsidiary, (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of any governmental or regulatory authority, except (i) in connection with the applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles of Merger pursuant to the MBCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure on Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund3.05, result in a Default violation or breach of, or ------------- constitute (as defined in Section 9.10with or without due notice or lapse of time or both) under a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, bond, mortgage, indenture, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any Subsidiary is a party or by which any of the Company Subsidiaries them or any of their respective properties or assets may be bound, except for such Defaults as to which requisite waivers or or, (iii) assuming that all filings, consents and approvals contemplated by the first sentence of this Section 3.05 have been obtained or which are shall have been made or obtained, violate any federal, state, local or foreign order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse Effect; Effect or impair materially the Company's ability to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction. The New York Security Takeover Disclosure Act (dSection 1600 et seq. of the New York Law) assuming does not apply to the Consents -- --- execution and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval delivery of this Agreement by or the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law applicable to the Company or any consummation of the Company Subsidiaries or any of their respective assets, except for violations which are not reasonably likely to have a Company Material Adverse EffectMerger and the other transactions contemplated hereby.

Consents and Approvals; No Violation. Neither No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the execution, Company or any of its Subsidiaries in connection with the execution and delivery or performance of this Agreement by the Company nor Company, is necessary for the consummation by the Company of the Merger and the other transactions contemplated hereby nor compliance by this Agreement or will be necessary to allow the Company with any of Surviving Corporation and its Subsidiaries to operate the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, or respective By-Laws business of the Company or any of and its Subsidiaries in substantially the Company Subsidiaries; (b) except same manner as set forth in Section 4.4 of operated immediately prior to the Company Disclosure Schedule, require any Consent of any governmental or regulatory authorityMerger, except (i) the filing of a premerger notification and report form by Parent under the HSR Act and such filings as are required under the EC Merger Regulation, and under the respective antitrust statutes in connection with the Brazil and Mexico and other applicable requirements of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")jurisdictions, (ii) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles Certificate of Merger pursuant to with the MBCL Filing Office and appropriate documents with the relevant authorities of other states states, if any, specified in Section 3.4 of the Company Letter in which the Company or any of the Company its Subsidiaries is authorized qualified to do business, (iviii) such filings as may be required by any in connection with the taxes described in Section 5.10, (iv) pursuant to applicable state securities or "blue sky" laws or state takeover lawsrequirements, if any, of Blue Sky Laws and the NYSE, (v) the filing of appropriate documents with, and approval of, with the respective Commissioners of Insurance SEC by the Company of the Commonwealth Proxy Statement/ Prospectus and of Massachusetts and the States of Delaware and New York and such Consents reports as may be required by the Exchange Act in connection with this Agreement and the transactions contemplated hereby and (vi) such other filings, approvals, orders, notices, registrations, declarations and consents under applicable state takeover or similar laws, and any applicable state environmental laws or laws with respect to the insurance laws ownership by a foreign entity of real property, but with respect to this clause (vi), only as specified in Section 3.4 of the Company Letter. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (with or without notice or lapse of time, or both) result in any violation of, or default or the loss of a material benefit under, or give to others a right of termination, cancellation or acceleration of any state obligation under, or result in which the creation of any Lien upon, any of the properties, assets or operations of the Company or any of its Subsidiaries under any provision of (i) the Company Subsidiaries is domiciled Articles of Incorporation or does business or in which Parent or any Bylaws of the Parent Subsidiaries is domiciled or does businessCompany, (viii) such Consents as may be required any provision of the comparable charter or organization documents of any Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, license, lease, contract, agreement (other than stock option agreements under the Laws of Canada or any Company Stock Plans, which provide for accelerated vesting of the provinces thereof underlying options upon the Effective Time, the Pension Plan for Outside Directors, the Deferred Compensation Plan, the Supplemental Retirement Plan and the Deferred Director Fee Plan, each of which plans accelerates or (vii) where could accelerate payment after the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default (as defined in Section 9.10) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10Effective Time) or Permit (as defined in Section 9.10) other instrument, permit, concession, franchise or obligation to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for such Defaults as to which requisite waivers bound or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; affected or (div) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained any judgment, order, writ, injunction, decree, law, statute, rule or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) or Law regulation applicable to the Company or any of the Company its Subsidiaries or any of their respective assetsproperties, except assets or operations, other than, in the case of clauses (iii) or (iv), for violations which violations, defaults, losses, rights (including rights of acceleration of payments or vesting) or Liens that are specified in Section 3.4 of the Company Letter and that, individually and in the aggregate, would not reasonably likely to prevent, delay or impair the consummation of the Merger in any respect and would not have a Company Material Adverse EffectEffect or materially impact the ability of the Company to perform its obligations under this Agreement.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles certificate of Organization incorporation (or Certificate other similar documents) or by-laws (or other similar documents) of IncorporationParent; (ii) require any consent, as the case may beapproval, authorization or permit of, or respective By-Laws of the Company registration or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedulefiling with or notification to, require any Consent of any governmental or regulatory authority, in each case, by or on behalf of Parent, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- XxxxxHart-Xxxxxx Scott-Rodino Antitrust Improvements Act of 1976, as amended amexxxx (the xxx "HSR ActXXX XXT"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Parent Stockholders Agreement in accordance with the Exchange Act"), and the NNM, (iiiC) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of foreign countries identified the Parent Subsidiaries is domiciled or does businessDisclosure Schedule, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Material Subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 SECTION 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Material Subsidiaries or to any of their respective assets, except for violations which are which, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the foregoing, on or prior to the date of this Agreement, Parent has obtained the written consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company Parent or Acquisition Sub nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the their respective Articles certificates of Organization incorporation or Certificate of Incorporationby-laws; (ii) require any consent, as the case may beapproval, authorization or permit of, or respective By-Laws of the Company filing with or any of the Company Subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedulenotification to, require any Consent of any governmental or regulatory authority, except (iA) in connection with the applicable requirements of the Xxxx- Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR H-S-R Act"), (iiB) pursuant to the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the "Exchange Act"), (iiiC) the filing of the Articles of Merger pursuant to the MBCL such filings and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries is authorized to do business, (iv) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents approvals as may be required under the insurance "blue sky," takeover or securities laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessvarious states, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiD) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such filing or notification, would not reasonably likely to have a Company Material Adverse Effectprevent or delay consummation of the transactions contemplated by this Agreement or would not otherwise prevent Parent or Acquisition Sub from performing their respective obligations under this Agreement; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default default (as defined in Section 9.10or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company Subsidiaries its subsidiaries is a party or by which any of their respective assets may be bound, except for such Defaults defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which are which, individually or in the aggregate, would not reasonably likely to have a Company Material Adverse EffectEffect on Parent and its subsidiaries taken as a whole; or (div) assuming the Consents and Permits referred to in this Section 4.4 are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or Acquisition Sub, any of the Company Subsidiaries their respective subsidiaries or any of their respective assets, except for violations which are would not reasonably likely to have a Company Material Adverse Effect.Effect on Parent and its subsidiaries taken as a whole. A.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement by the Company Parent nor the consummation by the Company Parent of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Articles certificate of Organization incorporation (or Certificate other similar documents) or bylaws (or other similar documents) of Incorporation, as the case may be, Parent or respective By-Laws of the Company or any of the Company its Material Subsidiaries; (bii) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or registration or filing with or notification to, any governmental or regulatory authority, in each case, by or on behalf of Parent or any of its Material Subsidiaries, except (iA) in connection with the applicable requirements requirements, if any, of the Xxxx- XxxxxHart-Xxxxxx Scott-Rodino Antitrust Improvements Act of 1976, as amended (the xxx "HSR ActXXX XXX"), (iiB) pursuant to the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "SECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT") (including a Schedule 13D with regard to the Shareholders Voting Agreement in accordance with the Exchange Act"), and the NNM, (iiiC) the filing of the Articles of Merger pursuant to the MBCL TBCA and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries Parent is authorized to do business, (ivD) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (vE) the filing of appropriate documents withconsents, approvals, orders, authorizations, registrations, declarations and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be filings required under the insurance antitrust or competition laws of any state foreign countries identified in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does businessDisclosure Schedule, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (viiF) where the failure to obtain such Consents is consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably likely to be expected to, individually or in the aggregate, have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund, result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) indenture, note, license, lease, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company Parent or any of the Company its Material Subsidiaries is a party or by which any of their respective assets may be boundbound (or, with respect to Subsidiaries other than Material Subsidiaries, that would reasonably be expected to have a Material Adverse Effect on Parent), except for such Defaults violations, breaches and defaults (or rights of termination, cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or which are that, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any authorizations, consents, approvals or licenses currently in effect that, individually or in the aggregate, would reasonably be 11 expected to have a Material Adverse Effect on Parent; or (dv) assuming the Consents consents, approvals, authorizations or permits and Permits registrations, filings or notifications referred to in this Section 4.4 SECTION 5.1(g) are duly and timely obtained or made and the approval of this Agreement by the Company's stockholders has been obtainedmade, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, statute, rule or Law regulation applicable to the Company Parent or any of the Company its Material Subsidiaries or to any of their respective assets, except for violations which are that, individually or in the aggregate, would not reasonably likely be expected to have a Company Material Adverse EffectEffect on Parent or adversely affect the ability of Parent to consummate the transactions contemplated hereby. Without limiting the generality or effect of the foregoing, on or prior to the date of this Agreement, Parent has obtained the consent of Computer Associates International, Inc. to this transaction under those certain Non-Competition Agreements, dated as of March 29, 1999, among PLATINUM TECHNOLOGIES International, INC. and certain principal officers of Parent and delivered a copy of such consent to the Company.

Consents and Approvals; No Violation. Neither the execution, execution and delivery or performance of this Agreement nor the performance by the Company (and its subsidiaries) of its obligations herein nor the consummation by the Company of the transactions contemplated contem plated hereby nor compliance by the Company with any of the provisions hereof will (a) conflict with or result in any breach of any provision of the respective Articles of Organization or Certificate of Incorporation, as the case may be, Incorporation or respective By-Laws of the Company or any of the Company Subsidiariesits subsidiaries; (b) except as set forth in Section 4.4 of the Company Disclosure Schedule, require any Consent of consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or any other person or entity, except (i) in connection with the applicable requirements of the Xxxx- Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improve ments Act of 1976, as amended (the "HSR ActACT"), (ii) pursuant to the applicable requirements require ments of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), (iii) the filing of the Articles Certificate of Merger pursuant to the MBCL DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Company Subsidiaries its subsidiaries is authorized to do business, (iv) required filings with and notifications to the New York Stock Exchange (the "NYSE") or, (v) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (v) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance of the Commonwealth of Massachusetts and the States of Delaware and New York and such Consents as may be required under the insurance laws of any state in which the Company or any of the Company Subsidiaries is domiciled or does business or in which Parent or any of the Parent Subsidiaries is domiciled or does business, (vi) such Consents as may be required under the Laws of Canada or any of the provinces thereof or (vii) where the failure to obtain such Consents is not reasonably likely to have a Company Material Adverse Effect; (c) except as set forth in Section 4.4 of the Company Disclosure Schedule or except for any Default relating to an investment advisory agreement with the Xxxx Xxxxxx Variable Annuity Contract Accumulation Fund4.4(c), result in a Default violation or breach of, or constitute (as defined in Section 9.10with or without due notice or lapse of time or both) under a default (or give rise to any right of termination, modification, cancellation or acceleration or lien or other charge or encum brance) under, or give rise to any purchase or put right or other imposition of any obliga tion or loss of any benefit under, any of the terms, conditions or provisions of any Contract (as defined in Section 9.10) note, permit, concession, franchise, license, agreement or Permit (as defined in Section 9.10) other instrument or obligation to which the Company or any of the Company Subsidiaries its subsidiaries or any of their respective assets may be boundbound (any of the foregoing, except for such Defaults as to which requisite waivers or consents have been obtained or which are not reasonably likely to have a Company Material Adverse Effect; "CONTRACT"), or (d) assuming the Consents consents, approvals, authorizations or permits and Permits filings or notifications referred to in this Section 4.4 are duly and timely obtained or made and and, with respect to the Merger, the approval of this Agreement by the Company's stockholders has been obtained, violate any Order (as defined in Section 9.10) order, writ, injunction, decree, law, statute, rule or Law regulation applicable to the Company or any of the Company Subsidiaries its subsidiaries or to any of their respective assets, except for violations which are not reasonably likely to in the case of clauses (b), (c) and (d), as would not, individually or in the aggregate, have a Company Material Adverse Effect.