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

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect 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 and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby (including the issuance of the Conversion Shares) will (a) conflict with with, or result in any breach violation of the Certificate of Incorporation, as amended, or Bylaws of the Company or the comparable charter or organizational documents of any provision of its subsidiaries. Except as set forth in Schedule 2.8, neither the execution and delivery of this Agreement by the Company nor the consummation of the respective Certificate transactions contemplated hereby (including the issuance of Incorporation the Conversion Shares) will conflict with, or Bylaws result in any violation of or default (with or other similar governing documentswithout notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets or the Company or any of its Subsidiariessubsidiaries under, (ba) require any consentloan or credit agreement, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease or other agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable to which the Company or any of its Subsidiaries is a party subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, or (db) result subject to the governmental filings and other matters referred to in the creation or imposition of following sentence, any mortgagejudgment, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or by which any of their respective assets are boundproperties or assets, except other than, in the case of clauses (a) or (b), (c)any such conflicts, (d) and (e) for any of the foregoing violations, defaults, rights or Liens that has not had or would not reasonably be likely to have, individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a material adverse effect on "Governmental Entity"), is required by the ability Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the parties transactions contemplated by this Agreement (including the issuance of the Conversion Shares), except for (i) the filing with the SEC (and NASDAQ) of the Proxy Statement, and such other reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Certificate of Designation with the Secretary of State of Delaware pursuant to consummate the Offer DGCL and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or the Mergermade could not reasonably be expected to have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except as set forth on Schedule 4.7, neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or require any consent or approval by a party under or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the respective properties or assets or the Company or any Subsidiary under (i) the Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or the comparable charter or organizational documents of any of its SubsidiariesSubsidiary, (bii) require any consentloan or credit agreement, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease or other agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable to which the Company or any of Subsidiary or its Subsidiaries is a party respective properties or by which assets or (iii) subject to the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result governmental filings and other matters referred to in the creation or imposition of following sentence, any mortgagejudgment, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries Subsidiary or by which any of their respective assets are boundproperties or assets, except other than, in the case of clauses (bii) or (iii), (c)any such conflicts, (d) and (e) for any of the foregoing violations, defaults, rights or Liens that has not had or would not reasonably be likely to have, individually or in the aggregate, aggregate would not have a Material Adverse Effect Effect. Except as set forth on Schedule 4.7, no consent, approval, order or a material adverse effect on authorization of, or registration, declaration or filing with, any Governmental Entity is required by the ability Company or any Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the parties transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the H-S-R Act, (ii) requirements under the Securities Act and the Exchange Act, (iii) the filing of the Certificate of Merger pursuant to consummate the Offer DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (iv) requirements under state environmental statutes or regulations and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the Mergerfailure of which to be obtained or made would not have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither Except as set forth in the letter dated and delivered to FTX on the date hereof (the "IGL Letter"), which relates to this Agreement and is designated therein as being the IGL Letter, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material right or benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of IGL or any of its Subsidiaries under: (i) any provision of the Restated Certificate of Incorporation or By-laws of IGL or the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, agreement, instrument, permit, concession, franchise or license applicable to IGL or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to IGL or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect on IGL and would not materially impair the ability of IGL to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign (including provincial) or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to IGL or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company nor IGL, or is necessary for the consummation of the Merger and the other transactions contemplated hereby will by this Agreement, except: (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit ofconnection, or filing in compliance, with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities ActAct and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) for the Corporation Law filing and recordation requirements of the DGCL with respect to the Certificate of Merger and the "blue sky" or securities laws filing of various states, (c) except as set forth appropriate documents with the relevant authorities of other states in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which the Company FTX or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets qualified to do business, (iii) for such filings and consents as may be boundrequired under any environmental, (d) result health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement and set forth 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundIGL Letter, except in where the case of clauses (b), (c), (d) and (e) for failure to obtain or make any of the foregoing that has not had such consent or would not reasonably be likely to havefiling would, individually or in the aggregate, reasonably be expected not to have a Material Adverse Effect, (iv) for such filings, authorizations, orders and approvals, if any, as may be required by state takeover laws (the "State Takeover Approvals"), (v) for such filings as may be required in connection with the taxes described in Section 5.11, (vi) for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which IGL or FTX or any of their respective Subsidiaries conducts any business or owns any property or assets and (vii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on IGL and would not materially impair the ability of IGL to perform its obligations hereunder or prevent the parties to consummate consummation of any of the Offer or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule -------- 3.4 (including the required consents, approvals, authorizations and other --- actions identified therein), the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Assets or the Business under, any provision of (i) the certificate or articles of incorporation or bylaws of PSA or PSA SUB or under any provision of the comparable charter or organization documents of any of the PSA Group, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to any of the PSA Group, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any of the PSA Group, other than, in the case of clauses (ii) or (iii), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, or prevent the consummation of any of the transactions contemplated hereby in accordance with the terms of this Agreement. Without limiting the foregoing, prior to the execution and delivery of this Agreement, all necessary Persons, including the Banks and NationsBank N.A., have provided, or have agreed to provide at the Closing, all consents, waivers and releases required under or pursuant to the Subordinated Notes or the Credit Agreement for the execution and delivery by PSA and PSA SUB of this Agreement and the consummation by PSA and PSA SUB of the transactions contemplated hereby in accordance with the terms hereof, and ChoicePoint, Inc. and/or its Affiliates have provided all written waivers of any provision of the ChoicePoint Non- Competition Agreement preventing the execution and delivery by PSA and PSA SUB of this Agreement and/or the consummation by PSA and PSA SUB of the transactions contemplated hereby in accordance with the terms hereof. A copy of the ChoicePoint, Inc. waiver is attached hereto as Exhibit 3.4. No filing or ----------- registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to PSA or PSA SUB in connection with the execution and delivery of this Agreement by the Company nor PSA or PSA SUB or is necessary for the consummation of the transactions contemplated hereby will by this Agreement, except for (aA) conflict in connection, or in compliance, with or result in any breach of any provision the provisions of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its SubsidiariesHSR Act, (bB) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except such filings and consents as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" any state or securities foreign laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise pertaining to any right of termination, cancellation, modification or acceleration) debt collection under any of the termsapplicable bulk sales laws, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (eC) for any such other consents, orders, authorizations, registrations, declarations and filings the failure of the foregoing that has not had which to be obtained or made would not reasonably be likely to havenot, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on prevent the ability consummation of any of the parties to consummate the Offer or the Mergertransactions contemplated hereby in accordance with terms of this Agreement.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by the Company Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement, nor the consummation by Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement of the transactions contemplated hereby will or thereby, nor compliance by Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provision provisions of the respective Certificate certificate of Incorporation incorporation, by-laws or Bylaws (or other similar governing documents) organizational documents of the Company Buyer or any Affiliate of its Subsidiaries, Buyer that is a party to any Ancillary Agreement; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreignGovernmental Entity, federalexcept (i) in connection with the Anti-Trust Filings and (ii) any consent, state approval, authorization or local government permit required to be obtained by Seller or subdivision thereoffiling or notification required to be made by Seller in order to transfer title to the Transferred Assets or otherwise operate the Business, which consent, approval, authorization or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under permit is standard in transactions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, type contemplated hereby; (c) except as set forth assuming compliance with the matters referred to in Section 4.04(cclause (b) of the Disclosure Letterabove, require violate in any consent, waiver material respect any material Law or approval or result in a default (or give rise Judgment applicable to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which the Company Buyer or any Affiliate of its Subsidiaries Buyer that is a party to any Ancillary Agreement; or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation require any material consent, approval, authorization, or imposition of permit under any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company Contract between Buyer or any Affiliate of its Subsidiaries or (e) violate Buyer that is a party to any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) Ancillary Agreement and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Mergerthird party.

Consents and Approvals; No Violation. Neither Subject to obtaining the execution Company Shareholder Approval (if required under the PBCL) and the taking of the actions described in the immediately succeeding sentence, except as set forth in Section 3.7 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement, the Tender and Option Agreement by and the Company nor Top-up Option Agreement do not, and the consummation of the transactions contemplated hereby Transactions (including the changes in ownership of shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement will (a) not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the respective Certificate of Incorporation material properties or Bylaws (or other similar governing documents) assets of the Company or any of its Subsidiariessubsidiaries under, (b) require any consent, approval, authorization or permit result in the termination of, or filing require that any consent be obtained or any notice be given with or notification respect to, (i) the Articles of Incorporation or Bylaws of the Company or the comparable charter or organizational documents of any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various statesits subsidiaries, (cii) except as set forth in Section 4.04(c) of the Disclosure Letterany loan or credit agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease, license or other agreement, contractinstrument, indenture Contract or other instrument or obligation Permit applicable to which the Company or any of its Subsidiaries is a party subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, (diii) result in the creation or imposition of any mortgagejudgment, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets or (iv) material license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined herein) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any of their respective assets are boundIntellectual Property (the “Licenses”), except other than, in the case of clauses (bii)and (iv), (c)any such conflicts, (d) and (e) for any violations, defaults, rights, Liens, losses of the foregoing that has not had a material benefit, consents or would not reasonably be likely to havenotices that, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a “Governmental Entity”) is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the parties Transactions, except for (i) the filing with the SEC of (x) the Schedule 14D-9 and a current report on Form 8-K, as well as an amendment to consummate Form 8-A in reference to the Offer Rights Agreement that was originally filed on September 15, 1998, (y) if required, the Proxy Statement relating to the approval by the Company’s shareholders of this Agreement and (z) such reports under Sections 13(a) and 14(f) of the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger pursuant to the PBCL, (iii) as set forth in Section 3.7 of the Company Disclosure Schedule and (iv) such consents, approvals, orders, authorizations, registrations, declarations or filings which, individually or in the Mergeraggregate, have not had and could not be reasonably expected to have a Material Adverse Effect on the Company.

Consents and Approvals; No Violation. Neither Subject to the taking of the actions described in the immediately succeeding sentence, the execution and delivery of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement do not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of Parent under (i) the certificate of incorporation or bylaws of Parent or Purchaser, (ii) any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Parent or Purchaser or their respective properties or assets, or (iii) any judgment, order, writ, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to Parent or Purchaser or their respective properties or assets, other than, in the case of clause (ii), (A) the Company’s Second Amended and Restated Credit Agreement, dated as of March 15, 2002, as amended, by and among the Company, its subsidiaries, the lenders party thereto and BNP Paribas as Agent (the “Existing Parent Credit Agreement”) and (B) any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) impair in any material respect the ability of Parent and Purchaser to perform their respective obligations under this Agreement or (y) prevent or impede the consummation of any of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Parent or Purchaser in connection with the execution and delivery of this Agreement by the Company nor or the consummation by Parent or Purchaser, as the case may be, of any of the transactions contemplated hereby will Transactions, except (aA) conflict with or result in any breach of any provision pursuant to the Securities Act and the Exchange Act, (B) the filing of the respective Certificate Articles of Incorporation or Bylaws (or other similar governing documents) of Merger pursuant to the Company or any of its SubsidiariesPBCL, (bC) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except such filings and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "“blue sky" ,” takeover or securities laws of various states, (cD) except as set forth in Section 4.04(c) the consent of the Disclosure Letter, require lenders under the Existing Parent Credit Agreement or (E) where the failure to obtain any such consent, waiver approval, authorization or approval permit, or result in a default (to make any such filing or give rise to any right of terminationnotification, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually prevent or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability delay consummation of the parties to consummate the Offer or the MergerMerger or would not otherwise prevent Parent from performing its obligations under this Agreement.

Consents and Approvals; No Violation. Neither Except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company and ISPH are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity or any other person, the absence of which would reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on the Company, is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement. Except as set forth in Schedule 3.05, none of the execution, delivery and performance by the Company of this Agreement 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 Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or similar governance or organizational documents of any of its the Company's Subsidiaries, (bii) require any consent, approval, authorization result in a violation or permit breach of, or filing constitute (with or notification to, any foreign, federal, state without due notice or local government lapse of time or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY"both) except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture lease agreement or 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 properties or assets may be bound, (d) 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 bound or (eiii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundproperties or assets, except in the case of with respect to clauses (b), (c), (dii) and (e) for any of the foregoing that has not had iii), such violations, breaches or defaults which would not reasonably be likely to haveexpected to, either individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company nor do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in any breach the creation of any provision lien, security interest, charge or encumbrance upon any of the respective Certificate of Incorporation properties or Bylaws (or other similar governing documents) assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Charter or the Company Bylaws, (ii) the comparable charter or organizational documents of any of the Company's Subsidiaries, (biii) require any consentloan or credit agreement, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, guaranty, lease or other agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable 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 boundproperties or assets, (d) 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 or (eiv) violate any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are boundexcept, except in the case of clauses (biii) or (iv), (c)any such violations, (d) and (e) for any of the foregoing that has not had defaults, rights, liens, security interests, charges or would not reasonably be likely to haveencumbrances that, individually or in the aggregate, would not have a Material Adverse Effect or a material adverse effect on the Company, materially impair the ability of the parties Company to consummate perform its obligations hereunder or under the Offer Company Ancillary Agreements or prevent the consummation of the transactions contemplated hereby or thereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Merger.Company Ancillary Agreements by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement or the Company Ancillary Agreements, except for

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation or Bylaws incorporation (or other similar governing documentsdocument) or by-laws (or other similar document) of the Company or any of its Subsidiaries, ; (bii) require any consent, approval, authorization or permit of, or registration or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative governmental or regulatory authority, agencyin each case, commissionby or on behalf of the Company or any of its Subsidiaries, tribunal or body except (a "GOVERNMENTAL ENTITY"A) except in connection with the applicable requirements, if any, of the HSR Act, (B) pursuant to the applicable requirements of the Securities Act and the Exchange Act and the NNM, (C) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" antitrust or securities competition laws of various statesany foreign country or (F) where the failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (ciii) except as set forth in Section 4.04(c) of the Company Disclosure LetterSchedule, require any consent, waiver or approval or 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, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any indenture, note, license, agreementlease, contract, indenture agreement or 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, except for such violations, breaches and defaults (dor rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) result as to which requisite waivers or consents have been obtained or which, individually or in the creation aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries 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 the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this SECTION 5.2(f) are duly and timely obtained or made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or violations which would not reasonably be likely to haveexpected to, individually or in the aggregate, have a Material Adverse Effect on the Company or a material adverse effect on adversely affect the ability of the parties Company to consummate the Offer or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Subject to the taking of the actions described in the immediately succeeding sentence, the execution and delivery of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement do not, and the consummation of the Transactions will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the material properties or assets of Parent under (i) the certificate of incorporation or bylaws of Parent or Purchaser, (ii) any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Parent or Purchaser or their respective properties or assets, or (iii) any judgment, order, writ, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to Parent or Purchaser or their respective properties or assets, other than, in the case of clause (ii), (A) the Company's Second Amended and Restated Credit Agreement, dated as of March 15, 2002, as amended, by and among the Company, its subsidiaries, the lenders party thereto and BNP Paribas as Agent (the "Existing Parent Credit Agreement") and (B) any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) impair in any material respect the ability of Parent and Purchaser to perform their respective obligations under this Agreement or (y) prevent or impede the consummation of any of the Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other person is required by Parent or Purchaser in connection with the execution and delivery of this Agreement by the Company nor or the consummation by Parent or Purchaser, as the case may be, of any of the transactions contemplated hereby will Transactions, except (aA) conflict with or result in any breach of any provision pursuant to the Securities Act and the Exchange Act, (B) the filing of the respective Certificate Articles of Incorporation or Bylaws (or other similar governing documents) of Merger pursuant to the Company or any of its SubsidiariesPBCL, (bC) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except such filings and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky," takeover or securities laws of various states, (cD) except as set forth in Section 4.04(c) the consent of the Disclosure Letter, require lenders under the Existing Parent Credit Agreement or (E) where the failure to obtain any such consent, waiver approval, authorization or approval permit, or result in a default (to make any such filing or give rise to any right of terminationnotification, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually prevent or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability delay consummation of the parties to consummate the Offer or the MergerMerger or would not otherwise prevent Parent from performing its obligations under this Agreement.

Consents and Approvals; No Violation. (a) Neither the execution and delivery of this Agreement by the Company Foundation nor the consummation of the transactions contemplated hereby will (ai) violate or conflict with or result in any breach of any provision of the respective Foundation Certificate of Incorporation or Bylaws the Foundation Bylaws, (or other similar governing documentsii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iv) of the Company or any of its SubsidiariesSection 3.4(b) have been obtained, (b) require any consentand all filings described in such clauses have been made, approval, authorization or permit of, or filing conflict with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (e) violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity (“Law”) applicable to the Company Foundation or any of its Subsidiaries or by which any of their respective assets are bound, (iii) assuming the nominations or appointments of directors contemplated by Section 1.4(a)(iii)(B) are effective, violate, conflict with or result in a breach of, or (other than as contemplated under Section 5.13, Section 5.14 or Section 5.15) require any consent, waiver or approval under, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation (“Contract”) to which Foundation or any of its Subsidiaries is a party or by which Foundation or any of its Subsidiaries or any of their respective assets are bound, or (iv) other than as contemplated under Section 5.13, Section 5.14 or Section 5.15, result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of Foundation or any of its Subsidiaries, except in the case of clauses (bii), (c), (diii) and (e) for any of the foregoing that has not had or iv), as would not have or reasonably be likely expected to have, individually or in the aggregate, a Foundation Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect.

Consents and Approvals; No Violation. Neither the execution and delivery 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 hereby will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) By-Laws of the Company or any of its Subsidiaries, subsidiaries; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative governmental or regulatory authorityauthority or any other person or entity, agency, commission, tribunal or body except (a "GOVERNMENTAL ENTITY"i) except as may be required under in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (ii) pursuant to the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, applicable requirements of the Exchange Act, (iii) the Corporation Law filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of 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 securities laws of various states, state takeover laws; (c) except as set forth in Section 4.04(c) of the Disclosure LetterSchedule 4.4(c), require any consent, waiver or approval or 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, cancellationmodification, modification cancellation or accelerationacceleration or lien or other charge or encumbrance) under under, or give rise to any purchase or put right or other imposition of any obligation or loss of any benefit under, any of the terms, conditions or provisions of any note, permit, concession, franchise, license, agreement, contract, indenture agreement or 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 subsidiaries or any of their respective assets may be boundbound (any of the foregoing, a "Contract"), or (d) result assuming the consents, approvals, authorizations or permits and filings or notifications referred to in this Section 4.4 are duly and timely obtained or made and, with respect to the creation or imposition Merger, the approval of any mortgagethis Agreement by the Company's stockholders has been obtained, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or by which to any of their respective assets are boundassets, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or d), as would not reasonably be likely to havenot, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect.

Consents and Approvals; No Violation. (a) Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws By-laws (or other similar governing documents) of the Company or any of its Subsidiaries, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal tribunal, body or body instrumentality (including tribal bodies or any official thereof or any arbitrator or panel thereof) (each a "GOVERNMENTAL ENTITYGovernmental Entity"), other than (A) except as may be required under filing of appropriate merger documents in accordance with the XxxxCorporation Law and (B) compliance with the applicable requirements of the Hart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended (togxxxxx xxxx xxx xxles and regulations thereunder, the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law Act and the "blue sky" or securities laws of various statesany state, (ciii) except as set forth in Section 4.04(c3.4(a) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any notecontract, agreement, lease or sub-lease, license, franchise, loan or credit agreement, contractnote, bond, mortgage, indenture or other instrument instrument, arrangement, commitment 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, (div) result in the creation or imposition of any imperfection of title, mortgage, lien, pledge, charge, security interest Lien or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (ev) assuming compliance with the matters set forth in the preceding subsection (ii), violate any orderorder (including one issued by an arbitrator), writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (bii), (ciii), (div) and (ev) for any of the foregoing that has not had or would not reasonably be likely expected to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Consents and Approvals; No Violation. Neither None of the execution and delivery of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (ai) conflict with or result in any a breach of any provision of the respective Certificate of Incorporation charters or Bylaws (or other similar governing documents) of the Company or any of its SubsidiariesSubsidiary, (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state court or local government or subdivision thereof, or other governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal body or body other governmental entity (a "GOVERNMENTAL ENTITYGovernmental Entity"), by the Company or any Subsidiary except (A) except pursuant to the Exchange Act, the Securities Act of 1933, as may be required under amended (the Xxxx-Xxxxx"Securities Act"), certain state "blue sky" statutes, and the Hart- Scotx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), (B) for filing the New Jersey Industrial Site Recovery ActCertificate of Merger pursuant to the GCL, N.J.S.A. 13:1K-6 ET SEQ. and ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various statesC) novations required under government contracts set forth on Schedule 3.4, (ciii) except as set forth in Section 4.04(c) of the Disclosure Letteron Schedule 3.4, require any consent, waiver or approval or result in a default (or an event which with notice or lapse of time or both would become a default) or give rise to any third party any right of termination, cancellation, modification amendment or acceleration) under acceleration under, result in any loss of any material benefit or result in the creation of a lien or encumbrance on any of the termsassets of the Company or any Subsidiary pursuant to, conditions or provisions of any note, bond, mortgage, indenture, lease, permit, franchise, license, agreement, contract, indenture agreement or other instrument or obligation to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of its Subsidiaries Subsidiary or any of their respective assets may be boundbound or affected, (d) 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 or (eiv) violate or conflict with any order, writ, injunction, decree, statute, rule rule, regulation, permit or regulation license applicable to the Company or any of its Subsidiaries Subsidiary or by which any of their respective assets are boundproperties or assets; other than (A) such defaults, except in the case rights of clauses termination, cancellation, amendment or acceleration, liens and encumbrances, violations and conflicts set forth pursuant to (b), (c), (diii) and (eiv) for any of above, and (B) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (ii) above, the foregoing that has not had or would not reasonably be likely failure to haveobtain which, individually or in the aggregate, have not had and would not have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect.

Consents and Approvals; No Violation. Neither Subject to obtaining the execution Company Shareholder Approval (if required under the PBCL) and the taking of the actions described in the immediately succeeding sentence, except as set forth in Section 3.7 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement, the Tender and Option Agreement by and the Company nor Top-up Option Agreement do not, and the consummation of the transactions contemplated hereby Transactions (including the changes in ownership of shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement, the Tender and Option Agreement and the Top-up Option Agreement will (a) not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or loss of a material benefit under, or result in the creation of any Lien upon any of the respective Certificate of Incorporation material properties or Bylaws (or other similar governing documents) assets of the Company or any of its Subsidiariessubsidiaries under, (b) require any consent, approval, authorization or permit result in the termination of, or filing require that any consent be obtained or any notice be given with or notification respect to, (i) the Articles of Incorporation or Bylaws of the Company or the comparable charter or organizational documents of any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various statesits subsidiaries, (cii) except as set forth in Section 4.04(c) of the Disclosure Letterany loan or credit agreement, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease, license or other agreement, contractinstrument, indenture Contract or other instrument or obligation Permit applicable to which the Company or any of its Subsidiaries is a party subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, (diii) result in the creation or imposition of any mortgagejudgment, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, injunction or decree, or material law, statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or their respective properties or assets or (iv) material license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined herein) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any of their respective assets are boundIntellectual Property (the "Licenses"), except other than, in the case of clauses (bii)and (iv), (c)any such conflicts, (d) and (e) for any violations, defaults, rights, Liens, losses of the foregoing that has not had a material benefit, consents or would not reasonably be likely to havenotices that, individually or in the aggregate, have not and could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity") is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the parties Transactions, except for (i) the filing with the SEC of (x) the Schedule 14D-9 and a current report on Form 8-K, as well as an amendment to consummate Form 8-A in reference to the Offer Rights Agreement that was originally filed on September 15, 1998, (y) if required, the Proxy Statement relating to the approval by the Company's shareholders of this Agreement and (z) such reports under Sections 13(a) and 14(f) of the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (ii) the filing of the Articles of Merger pursuant to the PBCL, (iii) as set forth in Section 3.7 of the Company Disclosure Schedule and (iv) such consents, approvals, orders, authorizations, registrations, declarations or filings which, individually or in the Mergeraggregate, have not had and could not be reasonably expected to have a Material Adverse Effect on the Company.

Consents and Approvals; No Violation. Neither Subject to the taking ------------------------------------ of the actions described in the immediately succeeding sentence, the execution and delivery of this Agreement by the Company nor do not, and the consummation of the transactions contemplated hereby Transactions will (a) not, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the respective Certificate material properties or assets of Incorporation Parent under (i) the certificate of incorporation or Bylaws bylaws (or other similar governing organizational documents) of Parent or Purchaser, (ii) any loan or credit agreement, note, bond, indenture, lease or other agreement, instrument or Permit applicable to Parent or Purchaser or their respective properties or assets, (iii) any judgment, order, writ, injunction, decree, law, statute, ordinance, rule or regulation applicable to Parent or Purchaser or their respective properties or assets, other than, in the Company case of clause (ii) and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) impair in any material respect the ability of Parent and Purchaser to perform their respective obligation under this Agreement or (y) prevent or impede the consummation of any of its Subsidiaries, (b) require any the Transactions. No consent, approval, order or authorization or permit of, or registration, declaration or filing with or notification towith, any foreignGovernmental Entity or any other person is required by Parent or Purchaser in connection with the execution and delivery of this Agreement or the consummation by Parent or Purchaser, federalas the case may be, state or local government or subdivision thereofof any of the Transactions, or governmentalexcept (A) in connection with the HSR Act, judicial(B) pursuant to the Securities Act, legislativeand the Exchange Act, executive(C) the filing of the Certificate of Merger pursuant to the DGCL, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY"D) except such filings and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" takeover or securities laws of various states, (cE) except as set forth the filing of reports with the U.S. Department of Commerce regarding foreign direct investment in Section 4.04(cthe United States, (F) the filing of documentation with the United States Coast Guard in connection with the eligibility of vessels owned by the Company to operate in the coastwise trade of the Disclosure LetterUnited States, require (G) publication after consummation of the Offer of an ad-hoc disclosure pursuant to Section 15 of the German Securities Trading Act, or (H) where the failure to obtain any such consent, waiver approval, authorization or approval permit, or result in a default (to make any such filing or give rise to any right of terminationnotification, cancellation, modification or acceleration) under any would not preclude consummation of the termsOffer or the Merger or would not otherwise prevent Parent from performing its obligations under this Agreement or where the requirement to obtain such consent, conditions approval, authorization or provisions of any notepermit, license, agreement, contract, indenture or other instrument to make such filing or obligation to which notification arises from 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, (d) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset regulatory status of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Mergersubsidiaries.

Consents and Approvals; No Violation. Neither Except as and to the extent set forth on Schedule 2.6 of the Disclosure Schedule, neither the execution and delivery of this Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith, nor the consummation by the Seller or the Company of the transactions contemplated hereby will or thereby, nor compliance by the Seller or the Company with any of the provisions hereof or thereof (a) conflict conflicts with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (By-laws or other similar governing documents) organizational documents of the Company or any of its Subsidiariesthe Seller, (b) require requires any consent, approvalPermit (as defined in Section 2.14 hereof) or waiver (collectively, authorization or permit "Consents") of, or filing with or notification to, or any foreignother action by, federalany Governmental Authority (as defined below) by the Company or the Seller, state (c) violates any law, rule, regulation, restriction (including zoning), code, statute, ordinance, order, writ, injunction, judgment or local decree (collectively, "Laws") of a government or political subdivision thereof, whether federal, state, local or governmentalforeign, judicialor any agency, legislativedepartment, executivecommission, board, bureau, court, tribunal, body, administrative or regulatory authorityauthority or instrumentality of any such government or political subdivision (collectively, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITYGovernmental Authorities") except as may be required under applicable to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Company or the Seller, or by which any of 1976their businesses, as amended properties or assets (the "HSR ACT")including, without limitation, the New Jersey Industrial Site Recovery ActShares) is bound or affected or (d) violates, N.J.S.A. 13:1K-6 ET SEQ. breaches, or conflicts with, or constitutes ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" with or securities laws without due notice or lapse of various states, (ctime or both) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationcancellation or acceleration or any obligation to pay or result in the imposition of any Encumbrance upon any of the property (including, modification or accelerationwithout limitation, the Shares)) under any of the terms, conditions or provisions of any credit agreement (including, without limitation, the Credit Agreement), letter of credit, guaranty obligation (including, without limitation, the Guaranty), note, licensebond, agreementmortgage, indenture, Encumbrance, contract, indenture Permit, Order (as defined in Section 2.14 herein), or other instrument or obligation to which the Seller or 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 businesses, properties or assets may be bound(including, (dwithout limitation, the Shares) result in the creation is bound 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Mergeraffected.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company Parent, MSD or Merger Sub nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective Certificate Certificates of Incorporation or Bylaws (or other similar governing documents) of the Company Parent, MSD or any of its SubsidiariesMerger Sub, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreignGovernmental Entity, federalexcept (i) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, state or local government or subdivision thereof(ii) the filing and recordation of appropriate merger documents as required by the Corporation Law, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY"iii) except as may be required under the Xxxx-Xxxxx-Xxxxxx filings made in respect of Required Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various statesClearances, (c) except as set forth violate, conflict with or result in Section 4.04(c) a breach of the Disclosure Letterany provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or accelerationacceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent, MSD or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its Subsidiaries (including MSD and Merger Sub) or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Merger.

Consents and Approvals; No Violation. Neither Except as set forth in Schedule 2.8, --- ------------------------------------ ------------ neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby (including the issuance of the Preferred Stock and the Conversion Shares upon conversion of the Preferred Stock) will (a) conflict with with, or result in any breach violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the respective Certificate of Incorporation properties or Bylaws (assets or other similar governing documents) of the Company or any of its Subsidiariessubsidiaries under, (a) the Certificate of Incorporation, as amended, or Bylaws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (b) require any consentloan or credit agreement, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease or other agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation license applicable to which the Company or any of its Subsidiaries is a party subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, or (dc) result subject to the governmental filings and other matters referred to in the creation or imposition of following sentence, any mortgagejudgment, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries or (e) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries subsidiaries or by which any of their respective assets are boundproperties or assets, except other than, in the case of clauses (b), ) or (c), (d) and (e) for any of the foregoing such conflicts, violations, defaults, rights or Liens that has not had or would not reasonably be likely to have, individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a material adverse effect on "Governmental Entity"), is required by the ability Company or ------------------- any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the parties transactions contemplated by this Agreement (including the issuance of the Preferred Stock and the Conversion Shares upon conversion of the Preferred Stock), except for (i) the filing with the SEC (and Nasdaq) of the Proxy Statement, and such other reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Charter Amendment and Certificates of Designation (as such terms are defined in Section 4.5) with the Secretary of State of Delaware pursuant to consummate the Offer DGCL and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or the Mergermade could not reasonably be expected to have a Material Adverse Effect.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by There is no requirement applicable to BSI, the Company nor or its Subsidiary to make any filing with, or to obtain any permit, authorization, consent or approval of, any Person or Governmental Authority as a condition to the lawful consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision by this Agreement, except for applicable requirements of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except Except as set forth in Section 4.04(c) disclosed on PART 3.4 of the Disclosure LetterSchedule, require the execution, delivery and performance of this Agreement by BSI and the Company and the consummation of the transactions contemplated by this Agreement will not (assuming compliance with the HSR Act): (a) conflict with any consentprovision of the Articles or Certificate of Incorporation or Bylaws of BSI, waiver the Company or approval or its Subsidiary; (b) result in a default or breach (immediately or give rise to any right after the giving of terminationnotice, cancellation, modification passage of time or accelerationboth) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation Contract to which BSI or the Company or any of its Subsidiaries Subsidiary is a party or by which it is bound; (c) accelerate or otherwise modify any obligation of the Company or any of its Subsidiaries or any of their respective assets may be bound, Subsidiary; (d) result in the imposition or creation or imposition of any mortgage, lien, pledge, charge, security Encumbrance upon any assets owned by BSI or by the Company or its Subsidiary or give to any third party any interest in any business or encumbrance of any kind on any asset assets of the Company or its Subsidiary or any of the capital stock of the Company or its Subsidiaries Subsidiary, except as contemplated by this Agreement and except for restrictions generally imposed on transfer under federal or state securities laws; (e) violate any law, statute, rule, regulation, order, writ, injunction, decree, statute, rule injunction or regulation decree of any Governmental Authority that is applicable to BSI or the Company or any of its Subsidiaries to the business or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that Company and its Subsidiary, or to the transactions contemplated by this Agreement; or (f) require the consent or approval of any Person. BSI has not had or would not reasonably be likely delivered to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability Purchaser accurate and complete copies of the parties filing made on behalf of BSI with respect to consummate the Offer or transactions contemplated by this Agreement under the MergerHSR Act.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificate Articles of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITYGovernmental Entity") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law Act and the "blue sky" or securities laws of various statesDGCL, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except except, in the case of clauses (b), (c), (d) and (e) ), for any of the foregoing that has not had or would not reasonably be likely to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect 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 The execution and delivery of this Purchase Agreement by the Company nor do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will (a) conflict with or not, result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material right or benefit under, (i) any provision of the respective Certificate charter or organizational documents of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its SubsidiariesGRI, (bii) require any consentloan or credit agreement, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, lease, agreement, contractinstrument, indenture permit, concession, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or license by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) 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 GRI is bound or (eiii) violate any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable by which GRI is bound or to the Company or which 14 any of its Subsidiaries properties or by which any of their respective assets are boundis subject, except other than, in the case of clauses (b), (c), (dii) and (e) for iii), any of the foregoing such violations, defaults or rights that has not had or would not reasonably be likely expected to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on GRI, and would not impair the ability of GRI to perform its obligations under this Purchase Agreement, prevent the parties to consummate consummation by GRI of any of the Offer transactions contemplated by this Purchase Agreement or, other than by reason of any act or omission of Hercules and HNBV, materially and adversely affect the rights and benefits of Hercules and HNBV under this Purchase Agreement. No filing, declaration or registration with, or consent, approval, order or authorization of, any Governmental Authority is required by, or with respect to, GRI in connection with the execution and delivery by GRI of this Purchase Agreement or the Mergerconsummation by GRI of the transactions contemplated by this Purchase Agreement except: (a) in connection, or in compliance, with the provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended, (b) for such filings, declarations, registrations, consents, approvals, orders and authorizations as are disclosed in APPENDIX F of the Wrap Agreement that may be required under the laws of any foreign country in which any of the Companies is organized, conducts any business or owns any property or assets, and (iii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not reasonably be expected to have a material adverse effect on GRI.

Consents and Approvals; No Violation. Neither Except for (a) applicable requirements of the Exchange Act, (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company and Acquisition are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity, the absence of which would be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect on Acquisition or, following the Merger, the Surviving Corporation, is necessary for the execution and delivery by Acquisition of this Agreement by the Company nor or the consummation by Acquisition of the transactions contemplated hereby by this Agreement. None of the execution, delivery and performance by Acquisition of this Agreement, the consummation by Acquisition of the transactions contemplated hereby, or compliance by Acquisition with any of the provisions hereof will (ai) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or any of its SubsidiariesAcquisition, (bii) require any consent, approval, authorization result in a violation or permit breach of, or filing constitute (with or notification to, any foreign, federal, state without due notice or local government lapse of time or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY"both) except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture lease agreement or other instrument or obligation to which the Company or any of its Subsidiaries Acquisition is a party or by which the Company Acquisition or any of its Subsidiaries properties or any of their respective assets may be bound, (d) 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 bound or (eiii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Acquisition or any of its Subsidiaries properties or by which any of their respective assets are boundassets, except in the case of except, with respect to clauses (b), (c), (dii) and (e) iii), for any of the foregoing that has not had such violations, breaches or would not reasonably be likely to havedefaults which, either individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or Acquisition or, following the Merger, the Surviving Corporation.

Consents and Approvals; No Violation. Neither Except for (a) applicable requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company and Acquisition are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity or any other person, the absence of which would reasonably be expected to, either individually or in the aggregate, have a Material Adverse Effect on the Company or, following the Merger, the Surviving Corporation, is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement. None of the execution, delivery and performance by the Company of this Agreement 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 Certificate of Incorporation or Bylaws (or other similar governing documents) of the Company or similar governance or organizational documents of any of its the Company's Subsidiaries, (bii) require any consent, approval, authorization result in a violation or permit breach of, or filing constitute (with or notification to, any foreign, federal, state without due notice or local government lapse of time or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY"both) except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, contract, indenture lease agreement or 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 properties or assets may be bound, (d) 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 bound or (eiii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundproperties or assets, except in the case of except, with respect to clauses (b), (c), (dii) and (e) iii), for any of the foregoing that has not had such violations, breaches or would not reasonably be likely to havedefaults which, either individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or Company or, following the Merger, the Surviving Corporation.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will (a) conflict with or result in any breach of any provision of the respective Certificate certificate of Incorporation incorporation or Bylaws bylaws (or other similar governing documents) of the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreignsupranational, national, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITYGovernmental Entity"), except (i) except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACTAct"), the New Jersey Industrial Site Recovery Competition Act (Canada) (the "Canadian Competition Act") or any other applicable foreign antitrust or competition laws, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), ii) for the applicable requirements of the Securities Act, Act and the Exchange Act, the Corporation Law Act and the rules and regulations promulgated thereunder and any applicable state securities, "blue sky" laws or securities laws Takeover Laws (including the filing of various statesthe Schedule 14D-9 in connection with the Offer, the Information Statement to be sent to stockholders of the Company in connection with the Stockholder Approval and any information statement required under Rule 14f-1 in connection with the Offer), (iii) for the filing and recordation of the certificate of merger as required by the Corporation Law, (iv) the applicable requirements of the New York Stock Exchange, (v) the applicable requirements of the Committee on Foreign Investment in the United States ("CFIUS") and (vi) for notification or other applicable requirements of the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130) ("ITAR"), (c) except as set forth violate, or conflict with, or result in Section 4.04(c) a breach of the Disclosure Letterany provision of, or require any consent, waiver or approval or result in a default (default, or give rise to any right of termination, cancellation, modification or acceleration) , (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default, or give rise to any such right), under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) result (or, with the giving of notice, the passage of time or otherwise, would 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) ), for any of the foregoing that has not had or such matters which would not reasonably be likely to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the MergerEffect.

Consents and Approvals; No Violation. Neither Except as set forth on Schedule 3.5, the execution and delivery of this Agreement by the Company nor Sellers do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Sellers will not, require further authorization under, result in any violation of, or default (awith or without notice or lapse of time, or both) conflict with under, or give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any breach lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision of the respective Certificate of Incorporation Charter or Bylaws of the Company, (ii) any provision of the Charter or Bylaws of any of the Company’s Subsidiaries, (iii) any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease or other similar governing documents) of agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or 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, (d) 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 or (eiv) violate any judgment, order, writ, injunction, decree, statute, rule decree or regulation Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries, or by which any of their respective assets are boundproperties or assets. No filing or registration with, or authorization, consent or approval of, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Sellers or is necessary for the consummation of the transactions contemplated by this Agreement, except for such filings and consents as may be required under state insurance laws, which filings and consents are set forth in the case of clauses (b), (c), (d) Schedule 3.5 and (e) for any of the foregoing that has not had have been made or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of the parties to consummate the Offer or the Mergerobtained.

Consents and Approvals; No Violation. Neither Except for applicable ------------------------------------ requirements of the HSR Act, the Exchange Act, the Securities Act, state securities laws, the NYSE and the DGCL, there is no requirement applicable to AMD or AMD Merger to make any filing with, or to obtain any permit, authorization, consent or approval of any governmental or regulatory authority as a condition to the lawful consummation by AMD and AMD Merger of the transactions contemplated by this Agreement. AMD does not know of any reason why any required permit, authorization, consent or approval will not be obtained. Except as set forth in Section 3.5 of the AMD Disclosure Statement, neither the execution and delivery of this Agreement by the Company AMD and AMD Merger nor the consummation by AMD and AMD Merger of the transactions contemplated hereby by this Agreement will (a) conflict with or result in any breach of any provision of the respective Certificate of Incorporation or Bylaws (of AMD or other similar governing documents) of the Company or any of its SubsidiariesAMD Merger, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ. ("ISRA"), the Securities Act, the Exchange Act, the Corporation Law and the "blue sky" or securities laws of various states, (c) except as set forth in Section 4.04(c) of the Disclosure Letter, require any consent, waiver or approval or result in a breach of or constitute a default (or any event that with notice or lapse of time or both would become a default), or impair AMD's or any of the AMD Subsidiaries' rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, cancellationamendment, modification acceleration or acceleration) under cancellation of, any of the termsmaterial contract, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, agreementpermit, contract, indenture franchise or other instrument or obligation to which the Company AMD or any of its the AMD Subsidiaries is a party or by which the Company AMD or any of the AMD Subsidiaries or its Subsidiaries or any of their respective assets may be boundproperties is bound or affected, (c) violate, in any material respects any statute, rule, regulation, order, writ, injunction or decree applicable to AMD, any Subsidiary or any of their respective assets, where the consequences of such violation would, in the aggregate, have a material and adverse effect on AMD and the AMD Subsidiaries taken as a whole, or (d) 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 or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except in the case of clauses (b), (c), (d) and (e) for any of the foregoing that has not had or would not reasonably be likely to havematerial, individually or in the aggregate, a Material Adverse Effect liens, charges or a material adverse effect encumbrances on the ability any of the parties to consummate the Offer assets of AMD or the MergerAMD Subsidiaries.