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

Consents and Approvals; No Violation. The execution and delivery of this Agreement by Equity One and the consummation of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries is a party or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement by Equity One and or the performance under the Transaction Documents to which the Seller Parties are a party nor the consummation by the Seller Parties of the transactions contemplated hereby Transaction will not (i) conflict with or result in any breach of any provision of except as set forth on Schedule 4.3 hereto (the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) “Required Consents”), require any consent, license, approval, authorization authorization, order or permit of, or registration or filing with or declaration or notification to, any governmental or regulatory authorityPerson (including without limitation any Governmental Authority), except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, license, approval, authorization authorization, order or permit, or to make such filing or notification, permit would not result, individually or in the aggregate aggregate, in a Material Adverse Effect on the Business; (ii) violate any order, judgment, decree, injunction, statute, rule or regulation of any court or any other Governmental Authority applicable to any Seller Party, except, in each case, such as would not, individually or in the aggregate, have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyBusiness; (iii) result in a breach or violation of any provision of any Seller Party’s articles of incorporation, by-laws, articles of association or similar organizational documents; (iv) violate or result in a breach of or constitute an occurrence of default (under any provision of, result in the acceleration or cancellation of any obligation under, or give rise to a right by any right party to terminate or amend its obligations under, any mortgage, deed of terminationtrust, cancellation or acceleration) under any of the termsconveyance to secure debt, conditions or provisions of any note, licenseloan, agreement indenture, Lien, lease, agreement, instrument, order, judgment, decree or other instrument arrangement or obligation commitment to which Equity One or any of its subsidiaries Seller Party is a party or by which it is bound that might have any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability consummation of Equity One the Transaction, title to consummate the transactions contemplated hereby; (iv) result Purchased Assets or the conduct of the Business, except, in the creation or imposition of any mortgageeach case, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichsuch as would not, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability Business; (v) conflict with, violate or result in any breach, suspension, revocation or modification of Equity One any Governmental Permit that relates to consummate the transactions contemplated herebyBusiness or the Purchased Assets; or (vi) result in the imposition or creation of any Lien (other than Permitted Liens) upon or relating to the Business or the Purchased Assets.

Consents and Approvals; No Violation. The None of the execution ------------------------------------ and delivery of this Agreement by Equity One and or the Merger Agreements, the consummation by Newco of the transactions contemplated hereby and thereby or compliance by Newco with any of the provisions hereof will not (ia) conflict with or result in any a breach of any provision of the charter articles of incorporation or bylaws of Newco, (or other similar governing documents) of Equity One or any of its subsidiaries; (iib) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) pursuant to the Exchange Act, the Securities Act and the HSR Act and (Bii) for filing the filing Certificate of articles of merger Merger with respect to the Mergers pursuant to the REIT Act GBCA or the DRLPA and the MGCLDGCL, as applicable, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iiic) 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 cancellation, amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the terms, conditions or provisions assets of Newco pursuant to any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries Newco is a party or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One Newco or any of its subsidiaries whichassets may be bound or affected, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (vd) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One Newco or any of its subsidiaries properties or any of their respective assets, except for other than (i) such defaults, rights of termination, cancellation, amendment or acceleration, liens and encumbrances, violations which and conflicts and (ii) such consents, approvals, authorizations, permits or filings that are not obtained, as set forth pursuant to (b) above, which, in the aggregate, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyNewco.

Consents and Approvals; No Violation. The (a) Except as set forth in Schedule 5.3, and other than obtaining the Sellers Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution and delivery of this Agreement by Equity One and the consummation Sellers nor the sale by the Sellers of the transactions contemplated hereby Purchased Assets pursuant to this Agreement will not (i) conflict with or result in any breach of any provision of the charter Certificates of Incorporation or bylaws (or other similar governing documents) Bylaws of Equity One or any of its subsidiaries; the Sellers, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (Dx) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not not, individually or in the aggregate have aggregate, create a Material Adverse Effect or have (y) for those requirements which become applicable to the Sellers as a material adverse effect on result of the ability specific regulatory status of Equity One the Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which the Buyer (or any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries is the Sellers are a party or by which any of its subsidiaries the Sellers, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not which, in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgageaggregate, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichwould not, individually or in the aggregate, would have create a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyMaterial Adverse Effect; or (viv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries the Sellers, or any of their respective assets, except for violations which would not violation, individually or in the aggregate have aggregate, would create a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyEffect.

Consents and Approvals; No Violation. The Except as disclosed in ------------------------------------ Section 5.4 of the ART Disclosure Letter, none of the execution and delivery by ART of this Agreement by Equity One and Agreement, the ART Merger Agreement, the consummation by ART of the transactions contemplated hereby and thereby or compliance by ART with any of the provisions hereof will not (ia) conflict with or result in any a breach of any provision of the charter respective charters, bylaws or bylaws partnership agreements (or other similar governing documents) of Equity One ART or any of its subsidiaries; Subsidiaries, (iib) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityGovernmental Entity, except (Ai) pursuant to the Exchange Act, the Securities Act and the HSR Act and (Bii) for filing the filing Certificate of articles of merger Merger with respect to the ART Merger pursuant to the REIT Act and the MGCLGBCA, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iiic) 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 cancellation, amendment or acceleration) under acceleration under, or result in the creation of a lien or encumbrance on any of the termsassets of ART or any of its Subsidiaries pursuant to, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One ART or any of its subsidiaries Subsidiaries is a party or by which ART or any of its subsidiaries Subsidiaries or any of their respective assets may be boundbound or affected, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (vd) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One ART or any of its subsidiaries Subsidiaries or any of their respective properties or assets, except for other than (i) such defaults, rights of termination, cancellation, amendment or acceleration, liens and encumbrances, violations which and conflicts and (ii) such consents, approvals, authorizations, permits or filings, as set forth pursuant to (b) above, that are not obtained, which, in the aggregate, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ART and would not materially impair ART's ability of Equity One to consummate the transactions contemplated herebyby this Agreement and the ART Merger Agreement.

Consents and Approvals; No Violation. The Except as disclosed in Section 3.8 of the Disclosure Letter and except for filings, permits, authorizations, notices, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the REIT Act, the MGCL, and the "takeover" or blue sky laws of various states, neither the execution and delivery of this Agreement by Equity One and the Company nor the consummation of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the charter Declaration or bylaws (Bylaws of the Company or other similar the governing documents) entity documents of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One the Company to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries the Company is a party or by which the Company or any of its assets or subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyobtained; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One the Company or any of its subsidiaries which, individually or in the aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of Equity One the Company to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or the Company, any of its subsidiaries or by which any of their respective assetsassets are bound, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One the Company to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violation. The Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement by Equity One the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (i) not, conflict with or with, result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit violation of, or filing breach or default (with or notification to, any governmental without due notice or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing lapse of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" lawstime, or (Dboth) where the failure to obtain such consent, approval, authorization or permitunder, or give to make such filing or notification, would not in the aggregate have others a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under acceleration of any obligation or the loss of any benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the termsproperties or assets of the Company under, conditions any provision of (a) the Company Charter or provisions of Company By-Laws, (b) any loan or credit agreement, note, bond, xxxx xxxx, lease, indenture or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, agreement permit or other instrument instrument, contract or obligation agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which Equity One the Company or any of its subsidiaries is a party properties or by which any of its subsidiaries or any of their respective assets may be boundassets, except for such defaults (or rights of terminationother than, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect case of clauses (b), (c) or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of d), any mortgagesuch conflicts, lienviolations, pledgebreaches, chargedefaults, rights, liens, security interest interests, charges or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichencumbrances that, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability Company, or prevent or materially delay the consummation of Equity One to consummate any of the transactions contemplated herebyhereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due 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 properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.

Consents and Approvals; No Violation. The Neither the ------------------------------------ execution and delivery of this Agreement by Equity One and the Corporation, BCP GP Inc. or BCP L.P. nor the consummation of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the charter or bylaws (by-laws of the Corporation or other similar governing documents) BCP GP Inc. or the Partnership Agreement of Equity One or any of its subsidiariesBCP L.P.; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (A) pursuant to the Securities Act and the Exchange ActAct or the rules and requirements of any national securities exchange or the National Association of Securities Dealers, Inc., (B) the filing of articles a (1) amendments or amendments and restatements of merger the certificate of limited partnership of each of the Partnership and BCPOP, and (2) the Certificate of Merger, pursuant to the REIT Act and the MGCLDelaware Act, (C) any applicable filings under state securitiessecurities laws or in connection with maintaining the good standing and qualification of the Corporation, blue sky or "takeover" lawsBCP GP Inc. and BCP L.P. following the Effective Time, (D) HSR filings, if any, or (DE) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyCorporation and its subsidiaries taken as a whole; (iii) result in a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries the Corporation, BCP GP Inc. or BCP L.P. is a party or by which any of its subsidiaries they or any of their respective assets may be bound, except for such defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or would not have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of Corporation and its subsidiaries which, individually or in the aggregate, would have taken as a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebywhole; or (viv) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to Equity One the Corporation, BCP GP Inc. or any of its subsidiaries BCP L.P. or any of their respective assetsproperties or businesses, except for violations (other than of orders, writs, injunctions or decrees) which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyCorporation and its subsidiaries taken as a whole.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement and the Escrow Agreement by Equity One and Buyer, nor the purchase by Buyer of the Common Stock pursuant to this Agreement, nor the consummation of the other transactions contemplated hereby by this Agreement and the Escrow Agreement, will not (ia) conflict with or result in any breach of any provision of the charter Certificate of Incorporation or bylaws By-Laws of Buyer; or (or other similar governing documents) of Equity One or any of its subsidiaries; (iib) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the business, results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, or adversely affect the ability of Equity One Buyer to consummate the transactions contemplated hereby, other than those which have been made or obtained; or (iiic) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, licensebond, agreement mortgage, indenture, agreement, lease or other instrument or obligation to which Equity One or any of its subsidiaries Buyer is a party or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or and which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgagedefaults, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the business, results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, or would adversely affect the ability of Equity One Buyer to consummate the transactions contemplated hereby; or (vd) violate any order, writ, injunction, decree, law statute, rule or regulation applicable to Equity One Buyer or any of its subsidiaries or any of their respective assets, except for violations which violation would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the business, results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, or would adversely affect the ability of Equity One the Buyer to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. The Neither the execution and delivery by the Company of this Agreement by Equity One and nor the consummation of the transactions contemplated hereby or thereby will not (i) conflict with or result in any the breach or violation of any provision of the charter Articles of Association or bylaws Bylaws of the Company, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, license or other similar governing documents) restriction of Equity One any governmental authority to which the Company or any of its subsidiaries; (ii) require any consentproperty is subject, approvalwhich violation, authorization individually or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to in the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notificationaggregate, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the Company's ability of Equity One to consummate the transactions contemplated hereby; perform its obligations under this Agreement, (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries the Company is a party or by which any of its subsidiaries or any of their respective assets may be boundparty, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not not, individually or in the aggregate have a Material Adverse Effect or aggregate, have a material adverse effect on the Company's ability of Equity One to consummate the transactions contemplated hereby; perform its obligations under this Agreement, or (iv) result in the creation or imposition constitute violations of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One the Company, or any of its subsidiaries or any of their respective assets, except for violations which would not violation, individually or in the aggregate have a Material Adverse Effect or aggregate, would have a material adverse effect on the Company's ability to perform its obligations under this Agreement. (d) No declaration, filing or registration with, or notice to, or authorization consent or approval of Equity One to consummate any governmental authority is necessary for the consummation by the Company of the transactions contemplated hereby.hereby which has not already been obtained or will not be obtained on or prior to the Closing Date. (e) The Company is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt. (f) There is not pending or, to its knowledge, threatened against it or any of the Sub-Purchasers any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement. NOTICE Except as otherwise provided herein, any notice, invoice or other communication which is required or permitted by this Agreement shall be in writing and delivered by personal service, telecopy, overnight delivery or mailed certified or registered first class mail, postage prepaid, properly addressed as follows: a) In the case of Company to: Vermont Yankee Nuclear Power Corporation 100 Xxx Xxxxx Xxxx X.X. Xxx 0000 Xxxxxxxxxxx, Xxxxxxx 05302-7002 Telecopy No: 800-000-0000

Consents and Approvals; No Violation. The Except as set forth in the letter dated and delivered to the Company on the date hereof (the "Parent Letter"), which relates to this Agreement and is designated therein as being the Parent Letter, the execution and delivery of this Agreement by Equity One and the Stock Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (i) conflict with or not, result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit violation of, or filing default (with or notification to, any governmental without notice or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing lapse of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" lawstime, or (Dboth) where the failure to obtain such consentunder, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any a right of termination, cancellation or acceleration) under acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of any note, license, agreement or other instrument or obligation to which Equity One Parent or any of its subsidiaries is a party Subsidiaries under: (i) subject to adoption of the Charter Amendments as described in the second sentence of Section 2.3, any provision of the Restated Certificate of Incorporation or by which By-laws of Parent or the comparable charter or organization documents or by- laws of any of its subsidiaries Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, agreement, instrument, permit, concession, franchise or license applicable to Parent or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, except for such defaults (or rights of terminationother than, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability case of Equity One to consummate the transactions contemplated hereby; clauses (ivii) result in the creation or imposition of and (iii), any mortgagesuch violations, liendefaults, pledgerights, chargeliens, security interest interests, charges or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichencumbrances that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on Parent and would not materially impair the ability of Equity One Parent or Sub to consummate perform their respective obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby; hereby or thereby. No filing or registration with, or authorization, consent or approval of, any domestic (vfederal and state), foreign (including provincial) violate any orderor supranational court, writcommission, injunctiongovernmental body, decreeregulatory agency, statute, rule authority or regulation applicable tribunal (a "Governmental Entity") is required by or with respect to Equity One Parent or any of its subsidiaries Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub, the execution and delivery of the Stock Option Agreement by Parent or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement, except: (i) in connection, or in compliance, with the provi sions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "XXX Xxt"), the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) for the filing with the Secretary of State of the State of Delaware of a Certificate of Amendment to Parent's Restated Certificate of Incorporation relating to the Charter Amendments and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) for such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (iv) for such filings, authorizations, orders and approvals, if any, as may be required by state takeover laws (the "State Takeover Approvals"), (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 Parent or the Company or any of their respective assetsSubsidiaries conducts any business or owns any property or assets and (vii) for such other consents, except for violations orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not not, individually or in the aggregate aggregate, reasonably be expected to have a Material Adverse Effect or have a material adverse effect on Parent and would not materially impair the ability of Equity One Parent or Sub to consummate perform their respective obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated herebyhereby or thereby.

Consents and Approvals; No Violation. The (a) Neither the execution and delivery of this Agreement by Equity One the Company, or the other Transaction Documents or other agreements and documents contemplated hereby to be executed and delivered by the Company in connection with this Agreement, nor the consummation by the Company of the transactions contemplated hereby will not or thereby, nor compliance by the Company with any of the provisions hereof or thereof, shall: (i) conflict with or result in any a breach of any provision provisions of the charter certificate of incorporation or bylaws (or other similar governing equivalent Table of Contents organizational documents) of Equity One the Company or any of its subsidiariesSubsidiaries (collectively, the “Company Organizational Documents”); (ii) constitute or result in the breach of any term, condition or provision of, require any consent, approval, approval or authorization under or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in constitute a default under (or an event which with notice or lapse of time or both would become a default), or give rise to any right of termination, cancellation or accelerationacceleration with respect to or result in the loss of any benefit expressly provided for under (and pursuant to the express terms of) under any Company Contract; (iii) result in the creation or imposition of a Lien upon any property or assets of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One Company or any of its subsidiaries is a party Subsidiaries pursuant to any Company Contract; or (iv) subject to receipt by which the Seller of the requisite approvals referenced in Section 4.3(b) of the Seller Disclosure Letter and by Purchaser of the requisite approvals referred to in Section 5.3(b) of the Purchaser Disclosure Letter, violate any of its subsidiaries Law or Order applicable to the Company or the Subsidiaries or any of their respective assets may be boundproperties or assets, except for such defaults with respect to clauses (or rights of terminationii), cancellation or acceleration(iii) and (iv) as to which requisite waivers or consents have been obtained or which would not individually or in the aggregate have aggregate, (A) result in a Material Adverse Effect liability that is material to the Company and its Subsidiaries, taken as a whole, (B) be material to the business or have results of operations of the Company and its Subsidiaries, taken as a whole, or (C) result in a material adverse effect on the ability of Equity One the Company to consummate perform its obligations under this Agreement, or that would prevent or materially impede, interfere with, hinder or delay the transactions contemplated hereby; (iv) result in consummation by the creation or imposition Company of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. The Except for the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, xxx xxx xxxxx xxd regulations promulgated thereunder (the "HSR Act") and as set forth on Schedule 3.6 or 3.12 of the Disclosure Schedule, neither the execution and delivery of this Agreement by Equity One and the Seller nor the consummation of the transactions contemplated hereby will not (i) conflict with or result in any breach of violate any provision of the charter Articles of Incorporation or bylaws (or other similar governing documents) By-laws of Equity One the Seller, the Company or any of its subsidiaries; the Subsidiaries, (ii) require any consent, waiver, approval, license, order, authorization or permit (collectively, "Consents") of, or the registration, declaration or filing of any document or report with or notification to, any governmental or regulatory authorityGovernmental Entity (as hereinafter defined), except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain any such consent, approval, authorization Consents or permit, or to make such filing filings or notificationnotifications would not, would not individually or in the aggregate aggregate, have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate Seller or the transactions contemplated hereby; Company, (iii) conflict with or violate any statute, law, rule, regulation, ordinance, order, judgment, award, writ, injunction or decree (collectively, "Laws") of any federal, state or local government or political subdivision thereof, governmental or regulatory agency, authority, entity, commission, court or other instrumentality ("Governmental Entity") applicable to the Seller, the Company or any of the Subsidiaries, except where any such violations would, individually or in the aggregate, not have a Material Adverse Effect on the Seller or the Company, (iv) violate or conflict with, result in a breach of or constitute (with or without due notice or the passage of time or both) a default (under, or give rise to any right of termination, cancellation or accelerationacceleration of the performance of or the loss of a benefit under, any Contract or Permit (each as hereinafter defined) under to which the Seller, the Company or any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries Subsidiaries is a party or by to which the Seller, the Company or any of its subsidiaries the Subsidiaries or any of their respective assets may be boundare subject, except for (A) such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the Seller or the Company and (or rights of termination, cancellation or accelerationB) those as to which requisite waivers or consents have been obtained obtained, or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (ivv) result in the creation or imposition of any mortgageLien upon any of the assets of the Seller, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One the Company or any of its subsidiaries which, individually or the Subsidiaries. The term "Permit" as used in the aggregatepreceding sentence, would have a material adverse effect on the ability and solely for purposes of Equity One such sentence, does not include any Permit required pursuant to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyEnvironmental Law.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement by Equity One and MegaWorld nor the consummation by MegaWorld of the transactions contemplated hereby will not (i) conflict with or result in any breach or violation of any provision of the charter Amended and Restated Certificate of Incorporation or bylaws Bylaws of MegaWorld, or (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other similar governing documents) encumbrance upon any of Equity One the properties or assets of MegaWorld under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement, or other instrument or obligation, permit, concession, franchise, judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to MegaWorld or to which it or any of its properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations, or creations of liens or other encumbrances, which will not have a Material Adverse Effect on MegaWorld, its subsidiaries; , divisions, and affiliates, or (iiiii) require any consent, approval, authorization authorization, or permit of, or filing with with, or notification to, any governmental or regulatory authorityentity, including without limitation filings under the HSR Act, except (A) pursuant to the Exchange Actconsents, (B) the filing of articles of merger pursuant to the REIT Act and the MGCLapprovals, (C) any applicable filings under state securitiesauthorizations, blue sky or "takeover" lawspermits, filings, or (D) where the failure to obtain such consent, approval, authorization notifications which if not obtained or permit, or to make such filing or notification, would made will not in the aggregate have a Material Adverse Effect on MegaWorld, its subsidiaries, divisions, and affiliates or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (prevent or give rise to any right of termination, cancellation or acceleration) under any materially delay consummation of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries is a party or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violation. The execution Subject to (i) obtaining the Company Shareholder Approval, (ii) compliance with the requirements of the Exchange Act, and (iii) the filing of the Certificate of Merger, and except as disclosed on Section 2.8 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by Equity One do not, and the consummation of the transactions contemplated hereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will not (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) conflict with or violate any statute, ordinance, rule, regulation, judgment, order, writ, injunction, decree or law applicable to the Company or its Subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any breach loss of any provision benefit under, or the creation of any pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") on any of the charter property or bylaws (or other similar governing documents) assets of Equity One the Company or any of its subsidiaries; Subsidiaries pursuant to any loan or credit agreement, note, bond, mortgage, indenture, License Agreement (ii) require as defined in Section 2.22), or other agreement, instrument, Contract or Permit applicable to the Company, its Subsidiaries or any of their respective properties or assets, except for such violations, breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on the Company. No consent, approval, order or authorization or permit 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 in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for (i) the filing with or notification to, any governmental or regulatory authority, except (A) pursuant the SEC of the Proxy Statement relating to the Exchange Actapproval by the Company's shareholders of this Agreement, (Bii) the filing of articles the Certificate of merger Merger pursuant to the REIT Act and the MGCLNJBCA, (Ciii) any applicable such other consents, approvals, orders, authorizations, registrations, declarations and filings under state securitiesidentified in Section 2.8 of the Company Disclosure Schedule, blue sky and (iv) consents, approvals, orders, authorizations, registrations, declarations or "takeover" lawsfilings, or (D) where the failure of which to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not individually or in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries is a party or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyCompany.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement by Equity One the Parent and the Sub nor the consummation of the transactions contemplated hereby will not (ia) conflict with or result in any breach of any provision of the charter respective certificates of incorporation or bylaws (by-laws of the Parent or other similar governing documents) of Equity One the Sub or any of its subsidiariesthe Parent's other Subsidiaries; (iib) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (Ai) in connection with the HSR Act, (ii) pursuant to the Exchange Act, (Biii) the filing of articles the Instrument of merger Merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, DGCL or (Div) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in (x) prevent the aggregate have a Material Adverse Effect consummation of the Offer or the Merger, (y) have a material adverse effect on the ability terms of Equity One to consummate the transactions contemplated herebyOffer or the Merger or (z) individually or in the aggregate have a material adverse effect on the financial condition, business or results of operations of the Parent and its Subsidiaries; (iiic) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One the Parent, the Sub or any of its subsidiaries the Parent's other Subsidiaries is a party or by which any of its subsidiaries the Parent, the Sub or the Parent's other Subsidiaries, or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not in (x) prevent the aggregate have a Material Adverse Effect consummation of the Offer or the Merger, (y) have a material adverse effect on the ability terms of Equity One to consummate the transactions contemplated hereby; Offer or the Merger or (ivz) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would aggregate have a material adverse effect on the ability financial condition, business or results of Equity One to consummate operations of the transactions contemplated herebyParent and its Subsidiaries; or (vd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries the Parent, the Sub and the Parent's other Subsidiaries or any of their respective assets, except for violations which that would not in (x) prevent the aggregate have a Material Adverse Effect consummation of the Offer or the Merger, (y) have a material adverse effect on the ability terms of Equity One to consummate the transactions contemplated hereby.Offer or the Merger or (z) individually or in the

Consents and Approvals; No Violation. The 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, the execution and delivery of this Agreement by Equity One and the Stock Option Agreement do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not (i) conflict with or not, result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit violation of, or filing default (with or notification to, any governmental without notice or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing lapse of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" lawstime, or (Dboth) where the failure to obtain such consent, approval, authorization or permitunder, or give to make such filing or notification, would not in the aggregate have others a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of any note, license, agreement or other instrument or obligation to which Equity One the Company or any of its subsidiaries is a party Subsidiaries under, any provision of (a) the Certificate of Incorporation of the Company (as amended from time to time, the "COMPANY CHARTER") or by which the By-laws of the Company, (b) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (c) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its subsidiaries Subsidiaries or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, except for such defaults (or rights of terminationother than, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect case of clauses (b), (c) or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of d), any mortgagesuch violations, liendefaults, pledgerights, chargelosses, liens, security interest interests, charges or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichencumbrances that, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the Company, materially impair the ability of Equity One the Company to consummate perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated herebyhereby or thereby. 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 Stock Option Agreement by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Stock Option Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of Certificate of Merger with the Secretary of State of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the Nasdaq National Market, (vi) as may be required under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. The Neither the execution and delivery by Yuengling’s of this Agreement by Equity One and nor the consummation by it of the transactions contemplated hereby will not in accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of its Articles of Incorporation or Bylaws, (ii) violate, or conflict with, or result of in a breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in constitute a default (or give rise to any an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of terminationtermination or cancellation of, cancellation or acceleration) under accelerate the performance required by, or result in the triggering of any payment or compensation under, or result in the creation of any Lien upon any of the its properties of under, or result in being declared void, voidable, or without further binding effect, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust or any material license, franchise, permit, lease, contract, agreement or other instrument instrument, commitment or obligation to of which Equity One it is a party, or by which it or any of its subsidiaries respective properties or assets is a party bound or by which any of its subsidiaries or any of their respective assets may be boundaffected, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries the foregoing matters which, individually singularly or in the aggregate, would not have a Yuengling’s Material Adverse Effect; (iii) other than the Regulatory filings, require any material adverse effect on consent, approval or authorization of, or declaration, filing or registration with, any domestic governmental or regulatory authority, the ability failure to obtain or make which would have a Yuengling’s Material Adverse Effect, as defined in Section 7.01(c) of Equity One to consummate the transactions contemplated herebythis Agreement; or (viv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One it or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate would not have a Yuengling’s Material Adverse Effect or have a material adverse effect on materially adversely affect the ability of Equity One it to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violation. The 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 by Equity One does not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) conflict with or not, result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit violation of, or filing default (with or notification to, any governmental without notice or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing lapse of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" lawstime, or (Dboth) where the failure to obtain such consent, approval, authorization or permitunder, or give to make such filing or notification, would not in the aggregate have others a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under 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 terms, conditions properties or provisions assets of any note, license, agreement or other instrument or obligation to which Equity One the Company or any of its subsidiaries is a party Subsidiaries under, any provision of (i) the Company Charter or by which the Company Bylaws; (ii) the comparable charter or organizational documents of any of the Company’s Subsidiaries; (iii) any material Contract applicable to the Company or any of its subsidiaries Subsidiaries or any of their respective assets may be bound, except for such defaults (properties or rights of termination, cancellation assets; or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One Company or any of its subsidiaries whichSubsidiaries or any of their respective properties or assets, other than, in the case of clause (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that would not, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect on the Company or have a material adverse effect on materially impair the ability of Equity One the Company to consummate 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 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 by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Securities Act and the Exchange Act; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. The There is no requirement applicable to Condor or any of its Affiliated Entities 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 of the transactions contemplated by this Agreement, other than (i) requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) requirements of the California Insurance Code (the "Insurance Code"), (iii) filings with the SEC pursuant to the Securities Act and the Exchange Act, (iv) such filings and approvals as may be required under the "blue sky," takeover or securities laws of various states, (v) compliance with the requirements of the NASD, or (vi) where the failure to make any such filing, or to obtain such permit, authorization, consent or approval, would not prevent or delay consummation of the Merger or would not otherwise prevent Condor from performing its obligations under this Agreement. Except as set forth in Section 3.07 of the Condor Disclosure Schedule, neither the execution and delivery of this Agreement by Equity One and Agreement, nor the consummation of the transactions contemplated hereby hereby, will not (ia) conflict with or result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit acceleration of, or filing with or notification to, the creation in any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing party of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of terminationto accelerate, cancellation terminate, modify or acceleration) under cancel any of the termsindenture, conditions or provisions of any notecontract, licenselease, agreement sublease, loan agreement, note or other instrument obligation or obligation liability to which Equity One Condor or any of its subsidiaries Affiliated Entity is a party or by which any of its subsidiaries them is bound or to which any of their respective assets may be boundis subject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect on Condor, (b) conflict with or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in a breach of or constitute a default under any provision of the creation Certificate of Incorporation or imposition Bylaws (or other charter documents) of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One Condor or any of its subsidiaries whichAffiliated Entity, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assetsor, except for violations which as would not in the aggregate have a Material Adverse Effect on Condor, a default under or have violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability to which any of them is a material adverse effect on party or by which any of them is bound or to which any of their assets is subject or result in the ability creation of Equity One any lien or encumbrance upon any of said assets, or (c) violate or result in a breach of or constitute a default under any judgment, order, decree, rule or regulation of any court or governmental agency to consummate the transactions contemplated herebywhich Condor or any Affiliated Entity is subject.

Consents and Approvals; No Violation. The execution Except as set forth in Section 2.4 of the Disclosure Schedule, the execution, performance and delivery by Seller and Shareholder of this Agreement by Equity One and each of the other Purchase Documents to which it or he is a party, as applicable, and the consummation by Seller and Shareholder of the transactions contemplated hereby and thereby, respectively, and the compliance by Seller and Shareholder with the provisions hereof and thereof will not not: (ia) conflict with or result in any breach of any provision of the charter Articles of Incorporation or bylaws (or other similar governing documents) By-Laws of Equity One or any of its subsidiariesSeller; (iib) require violate or breach in any consent, approval, authorization or permit respect any provision of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in constitute a default (or give rise to any right an event which, with notice or lapse of terminationtime or both would constitute a default) under, cancellation or acceleration) under any of the terms, covenants, conditions or provisions of, or give rise to a right to terminate or accelerate or increase the amount of payment due under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument instrument, commitment or obligation to which Equity One Seller or Shareholder is a party (collectively, "Contracts"), or by which Seller or Shareholder or any of its subsidiaries is a party or by which any of its subsidiaries his properties or any of their respective assets assets, as applicable, may be bound, except for such defaults (bound or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyaffected; (ivc) require Seller or Shareholder to make any filing or registration with, or obtain any other permit, authorization, consent or approval of, any Person (as hereinafter defined) or Governmental Entity (as hereinafter defined); (d) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest Lien on or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in affecting the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyPurchased Assets; or (ve) violate any order, writ, injunction, decree, judgment, or ruling of any court or governmental authority, applicable to Seller or Shareholder or any of their respective properties or assets; or (f) violate any statute, law, rule or regulation applicable to Equity One Seller or any of its subsidiaries properties or assets. "Person" shall mean any individual, partnership, joint venture, limited liability company, trust, organization or any of their respective assetsother entity. "Governmental Entity" shall mean any foreign, except for violations which would not in the aggregate have a Material Adverse Effect provincial, United States federal, state, county, municipal or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyother local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency.

Consents and Approvals; No Violation. The Subject to the receipt of the Required Consents, neither the execution and delivery of this Agreement by Equity One and such Seller nor the consummation sale by such Seller of the transactions contemplated hereby Purchased Assets pursuant to this Agreement will not (ia) conflict with or result in any breach of any provision of the charter Certificate or bylaws Articles of Incorporation, Bylaws, Certificate of Formation, or Limited Liability Agreement (or other similar governing documents) of Equity One or any of its subsidiariessuch Seller; (iib) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Entity which has not otherwise been obtained or regulatory authoritymade, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (Di) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not not, individually or in the aggregate aggregate, have a Material Adverse Effect or have a material adverse effect on prevent or materially delay the ability consummation of Equity One to consummate the transactions contemplated herebyby this Agreement or (ii) for those requirements which become applicable to such Seller as a result of the specific regulatory status of the Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which the Buyer (or any of its Affiliates) is or proposes to be engaged; (iiic) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries such Seller is a party or by which any of its subsidiaries such Seller or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichnot, individually or in the aggregate, would have a material adverse effect on Material Adverse Effect or prevent or materially delay the ability consummation of Equity One to consummate the transactions contemplated herebyby this Agreement; or (vd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One such Seller, or any of its subsidiaries or any of their respective assets, except for violations which would not violation, individually or in the aggregate aggregate, would have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyEffect.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement by Equity One and Buyer nor the consummation by Buyer of the transactions contemplated hereby hereby, nor compliance by Buyer with any of the provisions hereof, will not (i) conflict with require Buyer to file or result in register with, notify, or obtain any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any permit, authorization, consent, approval, authorization or permit approval of, or filing with or notification to, any governmental or regulatory authority, authority except (A) for filings with the Federal Trade Commission ("FTC") and with the Antitrust Division of the United States Department of Justice (the "Antitrust Division") pursuant to the Exchange Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976 as amended (the "HSR Act, ") and the rules and regulations thereunder or (B) for those requirements which become applicable to Buyer as a result of the filing specific regulatory status of articles the Company or as a 3 - 102 - result of merger pursuant any other facts that specifically relate to the REIT Act and business activities in which the MGCL, Company is or proposes to be engaged; (Cii) conflict with or breach any applicable filings under state securities, blue sky provision of the Certificate of Incorporation or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability by-laws of Equity One to consummate the transactions contemplated herebyBuyer; (iii) result in violate or breach any provision of, or constitute a default (or give rise to any right an event which, with notice or lapse of terminationtime or both, cancellation or accelerationwould constitute a default) under under, any of the terms, covenants conditions or provisions of any note, bond mortgage, indenture deed of trust, license, franchise, permit, lease, contract, agreement or other instrument instrument, commitment or obligation to which Equity One Buyer is a party, or by which Buyer or any of its subsidiaries is a party properties or by which any of its subsidiaries or any of their respective assets may be bound, except for such defaults (breach or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or default which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyby this Agreement taken as a whole; or (iv) result in assuming compliance with all antitrust laws (including the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (vHSR Act) violate any order, writ, injunction, decree, judgment, statute, rule law or regulation ruling of any court or governmental authority applicable to Equity One Buyer or any of its subsidiaries or any of their respective material assets, except for violations which violation would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyby this Agreement taken as a whole.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement or the other MIC Documents nor the performance by Equity One and the consummation MIC of the transactions contemplated hereby will not (i) conflict or thereby conflicts with or result results in any breach of any provision of MIC's certificate of incorporation or by-laws, except as set forth on Schedule 6.1(d) of the charter MIC Disclosure Schedules, violates, conflicts with, constitutes a material breach or bylaws default (or other similar governing documentsan event which, with notice or lapse of time or both, would constitute a material breach or default) under, or results in or gives rise to a right of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit termination of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to accelerates the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" lawsperformance required by, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not results in the aggregate have a Material Adverse Effect creation of any lien or have a material adverse effect on other encumbrance upon any of the ability Acquired Assets or the properties of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) U.S. LMR Distribution Business under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, agreement lease, contract, agreement, or other obligation or instrument or obligation to which Equity One or any of its subsidiaries MIC is a party or by which any of its subsidiaries the Acquired Assets or any of their respective assets may be the U.S. LMR Distribution Business is bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business, require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, governmental authority or other regulatory or administrative agency or commission, domestic or foreign ("Governmental Entity"), or other third party except (A) filings required under the Hart-Xxxxx- Rodixx Xxx (B) consents, approvals, authorizations, permits, filings or notifications which, if not obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Assets or the U.S. LMR Distribution Business or would materially delay or impair the ability of Equity One MIC to consummate the transactions contemplated hereby; , or (vC) violate any orderthird party consents, writapprovals, injunctionauthorizations, decreepermits, statutefilings or notifications which if not obtained or made would not, rule individually or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate aggregate, have a Material Adverse Effect or have a material adverse effect on the ability Acquired Assets or the U.S. LMR Distribution Business, or violates any statute, rule, regulation, order or decree of Equity One to consummate the transactions contemplated herebyany Governmental Entity by which MIC or any of its assets is bound.

Consents and Approvals; No Violation. The (a) Except as set forth on Schedule 4.3(a), subject to obtaining or making all Transferor Required Regulatory Approvals, neither the execution and delivery by Transferor of this Agreement by Equity One and or the Additional Agreements to which it is a party nor the consummation by Transferor of the transactions contemplated hereby or thereby will not (i) conflict with or result in any breach of any provision of the charter certificate of incorporation or bylaws (or other similar governing documents) of Equity One or any of its subsidiariesTransferor; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (D) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, licensebond, mortgage, indenture, material agreement or other instrument or obligation to which Equity One or any of its subsidiaries Transferor is a party or by which any of its subsidiaries it, or any of their respective assets the Transferred Assets, may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite consents, approvals or waivers have been, or consents have been obtained will be prior to the Closing obtained, or which would not not, individually or in the aggregate aggregate, have a Transferor Material Adverse Effect Effect; or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iviii) result in the creation or imposition constitute violations of any mortgageLaw, lienorder, pledgejudgment or decree applicable to Transferor, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichwhich violations, individually or in the aggregate, would have a material adverse effect Transferor Material Adverse Effect. 29 (b) Except for consents, approvals, filings and notices set forth on Schedule 4.3(b) (such consents, approvals, filings and notices are collectively referred to herein as the ability "Transferor Required Regulatory Approvals"), no consent or approval of, filing with, or notice to, any Governmental Authority is necessary for the execution and delivery by Transferor of Equity One this Agreement and the Additional Agreements to consummate which it is a party or the consummation by Transferor of the transactions contemplated herebyhereby or thereby, other than (i) such consents, approvals, filings and notices which, if not obtained or made, would not materially impair Transferor's ability to perform its material obligations under this Agreement or such Additional Agreements; or (vii) violate any ordersuch consents, writapprovals, injunction, decree, statute, rule or regulation filings and notices which become applicable to Equity One Transferor or the Transferred Assets as a result of the status of Transferee or as a result of any other facts that specifically relate to the business or activities in which Transferee is or proposes to be engaged; and (iii) such consents, approvals, filings and notices, the failure of its subsidiaries which to obtain or any of their respective assetsmake would not, except for violations which would not individually or in the aggregate aggregate, have a Transferor Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyEffect.

Consents and Approvals; No Violation. The (a) Except as set forth in Schedule 5.3(a), and other than obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution and delivery of this Agreement or the Ancillary Agreements by Equity One the Seller and the consummation Seller Subsidiaries, as applicable, nor the sale by the Seller and the Seller Subsidiaries of the transactions contemplated hereby will not Purchased Assets pursuant to this Agreement or the Ancillary Agreements shall in each case (i) conflict with or result in any breach of any provision of the charter Certificate of Incorporation or bylaws Bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; such party, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Authority or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (Dx) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have (y) for those requirements which become applicable to such party as a material adverse effect on result of the ability specific regulatory status of Equity One the Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to consummate the transactions contemplated herebybusiness or activities in which the Buyer (or any of its Affiliates) is or proposes to be engaged; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries it is a party or by which any of its subsidiaries it, or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would not have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyMaterial Adverse Effect; or (viv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One such party, or any of its subsidiaries or any of their respective assets, except for violations which violation would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyEffect.

Consents and Approvals; No Violation. The Except to the extent excused by or unenforceable as a result of the filing of the Chapter 11 Cases or the applicability of any provision of the Bankruptcy Code, and except for the entry and effectiveness of the Approval Order, the execution and delivery of this Agreement by Equity One the Sellers, the sale by the Sellers of the Shares and the consummation sale by the Sellers of the transactions contemplated hereby Purchased Assets pursuant to this Agreement will not (ia) conflict with or result in any breach of any provision of the charter Certificate or bylaws Articles of Incorporation or Bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; Seller Party, (iib) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental Governmental Authority or regulatory authoritythird party which has not otherwise been obtained or made, except (A) pursuant to the Exchange Act, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" laws, or (Di) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on prevent or materially delay the ability consummation of Equity One to consummate the transactions contemplated herebyby this Agreement or (ii) for those requirements which become applicable to the Sellers as a result of the specific regulatory status of the Buyers (or any of their Affiliates) or as a result of any other facts that specifically relate to the business or activities in which the Buyers (or any of their Affiliates) is or proposes to be engaged; (iiic) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries Seller Party is a party or by which any of its subsidiaries Seller Party, the Shares or any of their respective assets the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on prevent or materially delay the ability consummation of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyby this Agreement; or (vd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries Seller Party, or any of their respective assets, except for violations which violation would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyEffect.

Consents and Approvals; No Violation. The Neither the execution and delivery of this Agreement by Equity One and the Corporation nor the consummation of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the charter Corporation's Certificate of Incorporation or bylaws (or other similar governing documents) of Equity One or any of its subsidiariesBylaws; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authorityauthority or body, except (A) pursuant to the Securities Act and the Exchange ActAct or the rules and requirements of any national securities exchange or the National Association of Securities Dealers, Inc., (B) the filing of articles a certificate of merger pursuant to the REIT Act Delaware RULPA and the MGCLDGCL, (C) any applicable filings under state securitiessecurities laws or in connection with maintaining the good standing and qualification of the Corporation following the Effective Time, blue sky or "takeover" laws(D) Xxxx-Xxxxx-Xxxxxx Premerger Notification Act filings, if any or (DE) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyCorporation; (iii) result in a default (or give rise to any right of termination, unilateral modification or amendment, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Equity One or any of its subsidiaries the Corporation is a party or by which it or any of its subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, unilateral modification or amendment, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or would not have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One or any of its subsidiaries which, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyCorporation; or (viv) violate any order, writ, injunction, decree, judgment, ordinance, statute, rule or regulation applicable to Equity One the Corporation or any of its subsidiaries properties or any of their respective assetsbusinesses, except for violations (other than of orders, writs, injunctions or decrees) which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyCorporation.

Consents and Approvals; No Violation. The Assuming that all consents, approvals, authorizations and other actions described in this Section 2.4 have been obtained and all filings and obligations described in this Section 2.4 have been made, except as set forth in Section 2.4 of the Parent Letter, the execution and delivery of this Agreement by Equity One do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) conflict with or not, result in any breach of any provision of the charter or bylaws (or other similar governing documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit violation of, or filing material default (with or notification to, any governmental without notice or regulatory authority, except (A) pursuant to the Exchange Act, (B) the filing lapse of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky or "takeover" lawstime, or (Dboth) where the failure to obtain such consent, approval, authorization or permitunder, or give to make such filing or notification, would not in the aggregate have others a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under acceleration of any obligation or result in the loss of a material benefit under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the terms, conditions properties or provisions assets of any note, license, agreement or other instrument or obligation to which Equity One Parent or any of its subsidiaries is a party Subsidiaries under, any provision of (i) the certificate of incorporation or by which bylaws of Parent, (ii) any provision of the comparable charter or organization documents of any of Parent's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or any of its subsidiaries Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, except for other than any such defaults (or rights of terminationviolations, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgagedefaults, lienrights, pledgelosses, chargeliens, security interest interests, charges or encumbrance of any kind on any asset of Equity One or any of its subsidiaries whichencumbrances that, individually or in the aggregate, would have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on Parent, materially impair the ability of Equity One Parent to consummate 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 or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and AMEX, (iv) as may be required under foreign laws and (v) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Parent, materially impair the ability of Parent or Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. The No Governmental Approval is required on the part of each Seller for the execution and delivery by such Seller of this Agreement by Equity One or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby will not and thereby, except (i) as listed on Section 4.03 of the Disclosure Letter; (ii) compliance with any applicable requirements of the HSR Act and any Investment Laws listed on Section 6.04(a) of the Disclosure Letter; or (iii) any such Governmental Approval, the failure to make or obtain, individually or in the aggregate, would not reasonably be expected to (a) prevent any of the transactions contemplated hereby or (b) materially impair the ability of such Seller to perform its obligations under this Agreement. Assuming compliance with the items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by such Seller nor the consummation by such Seller of the transactions contemplated hereby or thereby, as applicable, will (A) conflict with or result in any breach or violation of any provision of the charter or bylaws (or other similar governing its respective organizational documents) of Equity One or any of its subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) pursuant to the Exchange Actas applicable, (B) the filing of articles of merger pursuant to the REIT Act and the MGCL, (C) any applicable filings under state securities, blue sky result in a breach or "takeover" lawsviolation of, or constitute (Dwith or without notice or lapse of time or both) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iii) result in a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under under, any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation Contract to which Equity One or any of its subsidiaries such Seller is a party or by which any of Seller or its subsidiaries respective properties or any of their respective assets may be bound, except for bound or (C) violate any Law applicable to such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated hereby; (iv) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of Equity One Seller or any of its subsidiaries whichrespective properties or assets, individually or except in the aggregatecase of each of clauses (B) and (C), for breaches or violations, defaults, Liens or rights that would have a material adverse effect on not reasonably be expected to (i) prevent any of the transactions contemplated hereby or (ii) materially impair the ability of Equity One such Seller to consummate the transactions contemplated hereby; or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Equity One or any of perform its subsidiaries or any of their respective assets, except for violations which would not in the aggregate have a Material Adverse Effect or have a material adverse effect on the ability of Equity One to consummate the transactions contemplated herebyobligations under this Agreement.