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

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation by PSI of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles of Incorporation or Bylaws; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming approval of the Merger and of this Agreement by the limited partners of PSP, neither the execution and delivery of this Agreement nor the consummation by PSI PSP of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles of Incorporation or Bylawspartnership agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI PSP or adversely affect the ability of PSI PSP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI PSP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI PSP or adversely affect the ability of PSI PSP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI PSP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI PSP or adversely affect the ability of PSI PSP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation by PSI AOPP of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles of Incorporation or Bylaws; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger Agreement and Officers' Certificates pursuant to the CRLPAGCLC and appropriate documents with the relevant authorities of other states in which AOPP is authorized to do business, (D) in connection with any state or local tax which is attributable to the beneficial ownership of AOPP's real property, (E) as may be required by any applicable state securities or takeover laws, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI AOPP or adversely affect the ability of PSI AOPP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI AOPP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI AOPP or adversely affect the ability of PSI AOPP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI AOPP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI AOPP or adversely affect the ability of PSI AOPP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming approval of the Merger and of this Agreement by the shareholders of PSP11, neither the execution and delivery of this Agreement nor the consummation by PSI PSP11 of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles of Incorporation or Bylaws; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger Agreement and Officers' Certificates pursuant to the CRLPAGCLC and appropriate documents with the relevant authorities of other states in which PSP11 is authorized to do business, (D) in connection with any state or local tax which is attributable to the beneficial ownership of PSP11's real property, (E) as may be required by any applicable state securities or takeover laws, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI PSP11 or adversely affect the ability of PSI PSP11 to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI PSP11 is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI PSP11 or adversely affect the ability of PSI PSP11 to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 4.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI PSP11 or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI PSP11 or adversely affect the ability of PSI PSP11 to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation by PSI PSOP of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles articles of Incorporation incorporation or Bylawsbylaws; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (CB) the filing of the Certificate of Merger pursuant to the CRLPACGCL and the Maryland Articles pursuant to the Maryland REIT Law, (DC) as may be required by any applicable state securities or takeover laws, or (ED) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI PSOP or adversely affect the ability of PSI PSOP to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI PSOP is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI PSOP or adversely affect the ability of PSI PSOP to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI PSOP or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI PSOP or adversely affect the ability of PSI PSOP to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation by PSI such Partnership of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles of Incorporation or Bylawspartnership agreement; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (CB) the filing of the applicable Certificate of Merger pursuant to the CRLPACULPA and the CGCL, (DC) as may be required by any applicable state securities or takeover laws, or (ED) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI such Partnership or adversely affect the ability of PSI such Partnership to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI such Partnership is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI such Partnership or adversely affect the ability of PSI such Partnership to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 6.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI such Partnership or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI such Partnership or adversely affect the ability of PSI such Partnership to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except for the filing of the Articles of Merger under the TBCA and the applicable requirements of the H-S-R Act, or as set forth in Section 4.4 of the Acquiror Disclosure Schedule, neither the execution and delivery by Acquiror or Acquiror Sub of this Agreement or the Transaction Agreements to which it is a party nor the consummation by PSI Acquiror and Acquiror Sub of the transactions contemplated hereby will: or thereby will (i) conflict with or result in any breach violate the certificate or articles of any provision incorporation, by-laws or comparable charter or organizational documents of its Articles of Incorporation Acquiror or Bylaws; Acquiror Sub, (ii) require violate any consentLaws of any Governmental Entity applicable to Acquiror or Acquiror Sub or any of their respective properties or assets, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or require any right consent of terminationanother party to, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation Contract to which PSI Acquiror or Acquiror Sub is a party or by which Acquiror or Acquiror Sub or any of its their respective properties or assets may be is bound, except for (iv) result in the creation of any Lien on any of the assets of Acquiror Sub or (v) require any Governmental Consent of any Governmental Entity, other than, in the case of clauses (ii), (iii), (iv) and (v), such violations, breaches breaches, conflicts, defaults, terminations, accelerations, third-party consents, Liens and defaults whichGovernmental Consents, which would not, individually or in the aggregate, have an Acquiror Material Adverse Effect and would not have a material adverse effect on PSI or adversely affect in any material respect the ability of PSI to consummate the transactions contemplated hereby; Acquiror or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI Acquiror Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Merger Agreement by Acquisition nor the consummation by PSI of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its Articles the limited liability company agreement, limited partnership agreement or the respective by-laws of Incorporation Acquisition or Bylaws; RCBA, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency or commission or other governmental authority or regulatory authorityinstrumentality, domestic or foreign (each a "Governmental Entity"), except (A) in connection with pursuant to the applicable requirementsSecurities Exchange Act of 1934, if any, of as amended (the HSR "Exchange Act"), (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, LLCA or (EC) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in prevent or delay consummation of the aggregate have a material adverse effect on PSI Merger or adversely affect the ability of PSI to consummate the transactions contemplated herebywould not otherwise prevent Acquisition from performing its obligations under this Merger Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI Acquisition is a party or by which it or any of its properties or assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSI or materially and adversely affect the ability of PSI Acquisition to consummate the transactions contemplated herebyby this Merger Agreement; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI Acquisition, or any of its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or materially and adversely affect the ability of PSI Acquisition to consummate the transactions contemplated herebyby this Merger Agreement.

Consents and Approvals; No Violation. Neither (a) Except as set forth on Schedule 5.3(a), and subject to obtaining or making all Buyer's Required Regulatory Approvals, neither the execution and delivery by Buyer of this Agreement and the Additional Agreements to which it is a party nor the consummation by PSI Buyer of the transactions contemplated hereby will: and thereby will (i) conflict with or result in any breach of any provision of the articles of incorporation or bylaws of Buyer or any of its Articles of Incorporation or BylawsSubsidiaries; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any 28 ______________________________________________________________________________ of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, material agreement or other instrument or obligation to which PSI Buyer or any of its Subsidiaries is a party or by which Buyer, any such Subsidiary or any of its their respective properties or and assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation or acceleration) as to which requisite consents, approvals or waivers have been or will be prior to the Closing obtained, or which would not, individually or in the aggregate, have a Material Adverse Effect or materially impair Buyer's ability to consummate the transactions contemplated hereby or by any Additional Agreement, or to perform its material obligations hereunder or thereunder (a "Buyer Material Adverse Effect"); or (iii) constitute a violation of any Law, order, judgment or decree applicable to Buyer or any of its Subsidiaries, which violation, individually or in the aggregate, would not have a material adverse effect on PSI Material Adverse Effect or adversely affect the ability of PSI to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated herebyBuyer Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent nor the consummation by PSI of the transactions contemplated hereby will: , so long as the required approval of Parent’s shareholders is obtained, (i) conflict with or result in any breach of any provision of its Articles the Certificate of Incorporation or BylawsBylaws of Parent, or any other similar governing documents of any subsidiary of Parent; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate Articles of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities NRS and the DGCL or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in prevent or delay consummation of the aggregate have a material adverse effect on PSI Merger or adversely affect the ability of PSI to consummate the transactions contemplated herebywould not otherwise prevent Parent from performing its obligations under this Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI Parent or any of its subsidiaries is a party or by which Parent or any of its properties subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have result in a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated herebyParent; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI Parent, any of its subsidiaries or its properties or any of their respective assets, except for violations which would not result in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated herebyParent.

Consents and Approvals; No Violation. Neither the execution and delivery of this Merger Agreement by Acquisition nor the consummation by PSI of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its Articles the limited liability company agreement, articles of Incorporation incorporation or Bylaws; the respective by-laws of Acquisition or TKG, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency or commission or other governmental authority or regulatory authorityinstrumentality, domestic or foreign (each a "Governmental Entity"), except (A) in connection with pursuant to the applicable requirementsSecurities Exchange Act of 1934, if any, of as amended (the HSR "Exchange Act"), (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, LLCA or (EC) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in prevent or delay consummation of the aggregate have a material adverse effect on PSI Merger or adversely affect the ability of PSI to consummate the transactions contemplated herebywould not otherwise prevent Acquisition from performing its obligations under this Merger 4 5 Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI Acquisition is a party or by which it or any of its properties or assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSI or materially and adversely affect the ability of PSI Acquisition to consummate the transactions contemplated herebyby this Merger Agreement; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI Acquisition, or any of its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or materially and adversely affect the ability of PSI Acquisition to consummate the transactions contemplated herebyby this Merger Agreement. 4.5.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation by PSI of the transactions contemplated hereby will: (i) conflict with or result in any breach of any provision of its Articles of Incorporation or Bylaws; (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger Agreement and Officers' Certificates pursuant to the CRLPAGCLC and appropriate documents with the relevant authorities of other states in which PSI is authorized to do business, (D) in connection with any state or local tax which is attributable to the beneficial ownership of the real property of PSP20, (E) as may be required by any applicable state securities or takeover laws, or (EF) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI is a party or any of its properties or assets may be bound, except for such violations, breaches and defaults which, in the aggregate, would not have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the ------------------------------------ execution and delivery of this Agreement by Parent or Purchaser nor the consummation by PSI of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its Articles the respective Certificates of Incorporation or Bylaws; Bylaws (iior other similar governing documents) of Parent or Purchaser, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (Di) as may be required by under the HSR Act, any applicable state securities or takeover non-United States competition, antitrust and investment laws, the Exchange Act, the WBCL, Chapter 552 of the Wisconsin Statute and the "takeover" or "blue sky" laws of various states or (Eii) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not not, individually or in the aggregate aggregate, have a material adverse effect on PSI or adversely affect the ability of PSI Parent or Purchaser to consummate the transactions contemplated hereby; , (iiic) require any consent, waiver or approval or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSI Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation, in the aggregate, would not modification or acceleration) as to which requisite waivers or consents have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated hereby; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely been obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI or its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or adversely affect the ability of PSI Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any Legal Requirement applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Merger Agreement by Acquisition nor the consummation by PSI of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its Articles the limited liability company agreement, articles of Incorporation incorporation or Bylaws; the respective by-laws of Acquisition or TKG, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency or commission or other governmental authority or regulatory authorityinstrumentality, domestic or foreign (each a "Governmental Entity"), except (A) in connection with pursuant to the applicable requirementsSecurities Exchange Act of 1934, if any, of as amended (the HSR "Exchange Act"), (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, LLCA or (EC) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in prevent or delay consummation of the aggregate have a material adverse effect on PSI Merger or adversely affect the ability of PSI to consummate the transactions contemplated herebywould not otherwise prevent Acquisition from performing its obligations under this Merger Agreement; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI Acquisition is a party or by which it or any of its properties or assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have a material adverse effect on PSI or materially and adversely affect the ability of PSI Acquisition to consummate the transactions contemplated herebyby this Merger Agreement; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI Acquisition, or any of its properties or assets, except for violations which would not in the aggregate have a material adverse effect on PSI or materially and adversely affect the ability of PSI Acquisition to consummate the transactions contemplated herebyby this Merger Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by Parent or PH Sub nor the consummation by PSI of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its Articles the respective Certificates of Incorporation or Bylaws; Bylaws (iior other similar governing documents) of Parent or PH Sub, (b) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (Ai) in connection with the applicable requirements, if any, of as may be required under the HSR Act, and Foreign Antitrust Laws, if applicable, (Bii) pursuant to for the applicable requirements of the federal securities laws Exchange Act and the rules and regulations promulgated thereunder, (Ciii) for the filing and recordation of the Certificate of Merger pursuant to the CRLPA, (D) appropriate merger documents as may be required by any applicable state securities or takeover laws, the DGCL or (Eiv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have, individually or in the aggregate have aggregate, a material adverse effect on PSI or adversely affect the ability of PSI Parent or PH Sub to consummate the transactions contemplated hereby; , (iiic) require any consent, waiver or approval or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, mortgageagreement, agreement contract, indenture or other instrument or obligation to which PSI Parent or PH Sub or any of their respective Subsidiaries is a party or by which Parent or any of its properties Subsidiaries or any of their respective assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults whichcancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate, would not have a material adverse effect on PSI or adversely affect the ability of PSI Parent or PH Sub to consummate the transactions contemplated hereby; hereby or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI Parent, PH Sub or its properties any of their respective Subsidiaries or assetsby which any of their respective assets are bound, except for violations which would not have, individually or in the aggregate have aggregate, a material adverse effect on PSI or adversely affect the ability of PSI Parent or PH Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Equity Purchase Agreement nor the consummation by PSI Indosuez Capital Partners, L.L.C. of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its Articles constitutional documentation of Incorporation or BylawsIndosuez Capital Partners, L.L.C.; (ii) require any consent, waiver, approval, authorization or permit of, or registration, declaration or filing with or notification to, any governmental or regulatory authorityentity ("Governmental Entity"), except (A) in connection with the applicable requirementssuch consents, if anyapprovals, of the HSR Actauthorizations, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderpermits, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities filings or takeover laws, or (E) notifications where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would could not in the aggregate reasonably be expected to have a material adverse effect on PSI Material Adverse Effect or adversely affect the ability of PSI Indosuez Capital Partners, L.L.C. to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any material note, license, mortgage, agreement or other instrument or obligation to which PSI is a party Indosuez Capital Partners, L.L.C. or any of its properties or assets may be bound, which would in the aggregate reasonably be expected to have a Material Adverse Effect, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, would not cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated herebybeen obtained; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI Indosuez Capital Partners, L.L.C. or its properties or assets, except for violations which would could not in the aggregate reasonably be expected to have a material adverse effect on PSI Material Adverse Effect or adversely affect the ability of PSI Indosuez Capital Partners, L.L.C. to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by PSI of the transactions contemplated hereby will: will (ia) conflict with or result in any breach of any provision of its the Articles of Incorporation or BylawsBylaws (or other similar governing documents) of the Company; (iib) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the applicable requirementsHart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976, if any, of as amended (the "HSR Act"), (Bii) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderSecurities Act, (Ciii) the filing and recordation of the Certificate articles of Merger pursuant to the CRLPA, (D) merger as may be required by any applicable state securities or takeover lawsthe TBCA, or (Eiv) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate would not have a material adverse effect on PSI Material Adverse Effect or materially adversely affect the ability of PSI the Company to consummate the transactions contemplated herebyMerger; (iiic) except as set forth in Schedule 2.6 hereto, result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI the Company is a party or by which the Company or any of its properties or assets may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults which, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which in the aggregate, aggregate would not have a material adverse effect on PSI Material Adverse Effect or materially adversely affect the ability of PSI the Company to consummate the transactions contemplated herebyMerger; or (ivd) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI the Company or any of its properties or assets, except for violations which would not that in the aggregate would not have a material adverse effect on PSI Material Adverse Effect or materially adversely affect the ability of PSI the Company to consummate the transactions contemplated herebyMerger. Notwithstanding the foregoing provisions of this Section 2.6, it is expressly stipulated that it is intended that at or immediately prior to the Effective Time the May 31, 1996, amended and restated loan agreement ("Loan Agreement") between the Company and Bank One, Texas, N.A. will be terminated; and Parent and the Purchaser acknowledge that some of the actions herein provided to be taken by the Company may violate or fail to comply with requirements of the Loan Agreement and agree that any violation of or failure to comply with requirements of the Loan Agreement resulting from Company's compliance with or performance of its agreements under this Agreement shall not be deemed to violate or breach the representations or warranties of Company under this Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement nor the consummation by PSI SeaMaster of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its Articles constitutional documents of Incorporation or BylawsSeaMaster; (ii) require any consent, waiver, approval, authorization or permit of, or registration, declaration or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the applicable requirementssuch consents, if anyapprovals, of the HSR Actauthorizations, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunderpermits, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities filings or takeover laws, or (E) notifications where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would could not in the aggregate reasonably be expected to have a material adverse effect on PSI or adversely affect the ability of PSI SeaMaster to consummate the transactions contemplated hereby; (iii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any material note, license, mortgage, agreement or other instrument or obligation to which PSI is a party SeaMaster or any of its properties or assets may be bound, which would in the aggregate reasonably be expected to have a material adverse effect, except for such violations, breaches and defaults which(or rights of termination, in the aggregate, would not cancellation or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have a material adverse effect on PSI or adversely affect the ability of PSI to consummate the transactions contemplated herebybeen obtained; or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to PSI SeaMaster or its properties or assets, except for violations which would could not in the aggregate reasonably be expected to have a material adverse effect on PSI or adversely affect the ability of PSI SeaMaster to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except as set forth on Schedule 2.2, neither the execution and delivery of this Agreement by the Company nor the consummation by PSI of the transactions contemplated hereby will: will (i) conflict with or result in any breach of any provision of its Articles the respective Restated Certificate of Incorporation or Bylaws; Bylaws (or other similar governing documents) of the Company or any of its subsidiaries, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any governmental Governmental or regulatory authority, except (A) in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the federal securities laws and the rules and regulations promulgated thereunder, (C) the filing of the Certificate of Merger pursuant to the CRLPA, (D) as may be required by any applicable state securities or takeover laws, or (E) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on PSI or adversely affect the ability of PSI the Company to consummate the transactions contemplated hereby; , (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, mortgage, agreement or other instrument or obligation to which PSI the Company is a party or by which the Company or any of its properties assets or assets subsidiaries may be bound, except for such violationsdefaults (or rights of termination, breaches and defaults cancellation or acceleration) which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby, (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 Company or any of its subsidiaries which, in the aggregate, would not have a Material Adverse Effect or have a material adverse effect on PSI or adversely affect the ability of PSI the Company to consummate the transactions contemplated hereby; , or (ivv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 5.4 are duly and timely obtained or made, violate any order, writ, injunction, agreement, contract, decree, statute, rule or regulation applicable to PSI the Company, any of its subsidiaries or its properties or assetsby which any of their respective assets are bound, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on PSI or adversely affect the ability of PSI the Company to consummate the transactions contemplated herebyby this Agreement.