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

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team Except as set forth in Section 3.6 of the Transactions will not: Company Disclosure Schedule and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (1a) violate any provision the Exchange Act, (b) state securities laws ("Blue Sky Laws") or take-over laws, (c) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (d) the filing and recordation and acceptance for record by SDAT of the Certificate of Incorporation Articles Supplementary with respect to the Series B Preferred Stock and Merger Certificate, each as required by the MGCL, or By-Laws of EMKT (e) approval by the Company's lenders and bondholders, no filing with or Top Team; (2) violate any statutenotice to, ordinanceand no permit, ruleauthorization, regulationconsent or approval of, order or decree of any court or of any tribunal, or administrative governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution and delivery by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to provision of the respective Articles of Incorporation or Bylaws (or similar governing documents) of the Company or any governmental or regulatory bodyof its subsidiaries, agency or authority; or (4ii) except as set forth in Section 3.6 of the Company Disclosure Schedule, result in a violation or breach of, conflict with, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their Subsidiaries its subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iii) except as set forth in Section 3.6 of the Company Disclosure Schedule or in this Section 3.6 violate any order, excluding from writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses Company or any of its subsidiaries or any of their respective properties or assets except, in the case of (3ii) and or (4) filingsiii), notices, permits, consents and approvals the absence of which, and for violations, breaches, defaultsdefaults or rights of termination, conflicts and liens whichamendment, in the aggregate, cancellation or acceleration or Liens which would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and delivery approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Harx-Xxxxx-Xxxxxx Xxtitrust Improvements Act of this Agreement by EMKT and Top Team and 1916, as amended (the consummation by EMKT and Top Team ‘‘HSR Act’’), the rules of the Transactions will not: Financial Industry Regulatory Authority (1) violate any provision “FINRA”), and as set forth on Schedule 3.6 of the Certificate of Incorporation Muex Xxsclosure Schedule no filing with or By-Laws of EMKT notice to, and no permit, authorization, consent or Top Team; (2) violate any statuteapproval of, ordinance, rule, regulation, order or decree of any court or of any tribunal or administrative, governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a “Governmental Entity”) is necessary for the execution and delivery by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, Muex xx this Agreement or the giving consummation by Muex xx the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Muex. Except as set forth in Section 3.6 of the Muex Xxsclosure Schedule, neither the execution, delivery and performance of this Agreement by Muex xxr the consummation by Muex xx the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to any governmental provision of the respective Articles of Incorporation or regulatory bodyBylaws (or similar governing documents) of Muex, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries is Muex xx a party, party or by which they or their respective any of its properties or assets may be bound, excluding from or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Muex xx any of its properties or assets, except in the foregoing clauses case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults which would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMuex.

Consents and Approvals; No Violations. The execution Except for ------------------------------------- filings, permits, authorizations, consents and delivery approvals as may be required under applicable requirements of this Agreement by EMKT and Top Team the Securities Act, the Exchange Act, state securities or blue sky laws, and the consummation by EMKT Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any filings under similar merger notification laws or regulations of foreign Governmental Entities and Top Team of the Transactions will not: (1) violate any provision filing and recordation of the Certificate of Incorporation Merger as required by the DGCL, no filing with or By-Laws of EMKT notice to and no permit, authorization, consent or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree approval of any United States or foreign court or of any tribunal, or administrative, governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution and delivery by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, materially and adversely affect the business operations of the Company after the Merger or its ability to consummate the Merger. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to provision of the respective Certificate of Incorporation or bylaws (or similar governing documents) of the Company or any governmental or regulatory bodyof its subsidiaries, agency or authority; or (4ii) except as set forth in Section 2.6 of the Company Disclosure Schedule, result in a violation or breach of, conflict with, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their Subsidiaries its subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iii) except as set forth in Section 2.6 of the Company Disclosure Schedule, excluding from violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses Company or any of its subsidiaries or any of their respective properties or assets except, in the case of clause (3ii) and or (4) filingsiii), notices, permits, consents and approvals the absence of which, and for violations, breachesbreaches or defaults that would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany.

Consents and Approvals; No Violations. The (a) Except as set forth in Schedule 4.1.3(a) of the disclosure schedule of the Reckson attached to this Agreement (the "Reckson Disclosure Schedule"), neither the execution and delivery of this Agreement nor the performance by EMKT and Top Team and the consummation by EMKT and Top Team Reckson of the Transactions its obligations hereunder will not: (1i) violate conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or Byby-Laws laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; Reckson or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or obligation to repurchase, repay, redeem or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team acquire or any of their Subsidiaries under, similar right or obligation) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, franchise, permit, agreement, lease or other agreement or similar instrument or obligation to which EMKT Reckson or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Reckson or any of its Subsidiaries is subject, excluding from the foregoing clauses (3ii) and (4iii) filingssuch requirements, notices, permits, consents and approvals the absence of which, and violationsdefaults, breaches, defaults, conflicts and liens whichrights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Reckson to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.1.3(b) of the Reckson Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Reckson or the performance by Reckson of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the business, properties, assets, liabilities, operations, results ability of operations, conditions Reckson to perform its obligations hereunder or (financial or otherwiseB) or prospects of EMKT and its Subsidiaries taken that become applicable as a whole.result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. 4.1.4

Consents and Approvals; No Violations. The Except as set forth on Schedule 4 of the CNH Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the obligations of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration under: (a) the Articles of Association of CNH; (b) any CNH Material Contract; (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, a Regulatory Agency necessary for the continued operations of CNH’s businesses; or (d) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CNH or any of its subsidiaries or their respective properties or assets, other than, in any such case, any such conflicts, violations, defaults or rights that individually or in the aggregate would not (x) have a Material Adverse Effect on CNH or (y) materially impair the ability of CNH to perform its obligations under this Agreement. Except as set forth on Schedule 4 of the CNH Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by CNH or any of its subsidiaries in connection with the execution and delivery of this Agreement by EMKT and Top Team and CNH or the consummation by EMKT and Top Team CNH of the Transactions will not: transactions contemplated by this Agreement, except for (1i) violate any provision the filing with the SEC of such reports under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing with the Netherlands Trade Register of documents relating to the Mergers, including the common terms of merger, annual reports, interim statements, auditor’s statements and other reports, (iii) the filing, publication and recordation of the Certificate CNH Deed of Incorporation Merger or By-Laws other appropriate documents and notices with the Amsterdam Chamber of EMKT Commerce, Netherlands Trade Register and any other applicable registers, (iv) filings with respect to, and the receipt, termination or Top Team; expiration, as applicable, of approvals or waiting periods required under any applicable Antitrust Law, (2v) violate any statuteapplicable requirements of the Securities Act, ordinancethe Exchange Act, ruleother applicable foreign securities law and state securities, regulationtakeover and “blue sky” laws, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets as may be bound; required in connection with this Agreement and the transactions contemplated hereby, (3vi) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (filings with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any and approvals of the properties or assets of EMKT or Top Team or any of their Subsidiaries underNYSE, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from the foregoing clauses (3) and (4vii) filingssuch other consents, noticesapprovals, permitsorders, consents authorizations, registrations, declarations, disclosures and approvals filings required by applicable laws, the absence failure of whichwhich to be obtained or made would not, and violations, breaches, defaults, conflicts and liens which, individually or in the aggregate, would not (x) have a material adverse effect Material Adverse Effect on CNH or (y) materially impair the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial or otherwise) or prospects of EMKT and CNH to perform its Subsidiaries taken as a wholeobligations under this Agreement.

Consents and Approvals; No Violations. The (a) Except for (i) ------------------------------------- any applicable requirements of the Securities Act, the Exchange Act, the HSR Act, and any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing of the Certificate of Merger as required by the DGCL and (iii) those required filings, registrations, consents and approvals listed on Exhibit 6.4 attached hereto, no material filing or ----------- registration with, and no material Permit, authorization, consent or approval of, any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by EMKT and Top Team and Dart or for the consummation by EMKT and Top Team Dart of the Transactions transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by Dart will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Certificates of Incorporation Incorporation, by-laws, partnership or By-Laws of EMKT joint venture agreements or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree other organizational documents of any court or of any governmental or regulatory bodythe Dart Companies, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or otherwise result in the creation any diminution of any lien, security interest, charge or encumbrance upon any of the properties or assets rights of EMKT or Top Team or any of their Subsidiaries underthe Dart Companies with respect to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease Contract or other instrument or obligation to which EMKT any of the Dart Companies is a party or Top Team by which it or any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iii) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to any of the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence Dart Companies or any of which, and violations, breaches, defaults, conflicts and liens whichtheir properties or assets except, in the aggregatecase of subsections (ii) or (iii) above, for violations, breaches or defaults that would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results Dart Companies and that will not prevent or materially delay the consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe transactions contemplated hereby.

Consents and Approvals; No Violations. The (a) Except as set forth in Schedule 4.2.3(a) of the Crescent Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by EMKT and Top Team and the consummation by EMKT and Top Team Crescent of the Transactions its obligations hereunder will not: (1i) violate conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; Crescent or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or obligation to repurchase, repay, redeem or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team acquire or any of their Subsidiaries under, similar right or obligation) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, franchise, permit, agreement, lease or other agreement or similar instrument or obligation to which EMKT Crescent or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Crescent or any of its Subsidiaries is subject, excluding from the foregoing clauses (3ii) and (4iii) filingssuch requirements, notices, permits, consents and approvals the absence of which, and violationsdefaults, breaches, defaults, conflicts and liens whichrights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Crescent to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.2.3(b) of the Crescent Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Crescent or the performance by Crescent of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the business, properties, assets, liabilities, operations, results ability of operations, conditions Crescent to perform its obligations hereunder or (financial or otherwiseB) or prospects of EMKT and its Subsidiaries taken that become applicable as a whole.result of any acts or omissions by, or facts pertaining to, the Company. 4.2.4

Consents and Approvals; No Violations. The execution Assuming receipt of the Company Stockholder Approval and delivery adoption of this Agreement by EMKT Parent, as the sole stockholder of Merger Sub, and Top Team except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) the Exchange Act, the Securities Act and any other applicable federal securities, takeover, state securities or state “blue sky” laws, and (ii) compliance with any applicable requirements of OTC QB Markets or Nasdaq, (b) the filing of the Articles of Merger with the Secretary of State of Florida and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (c) as contemplated in Section 6.3, or (d) those items set forth in Section 3.6 of the Company Disclosure Schedule, none of the execution, delivery or performance of this Agreement by the Company, the consummation by EMKT and Top Team the Company of the Transactions Transaction or compliance by the Company with any of the provisions hereof will not: (1A) violate conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation the Company or By-Laws of EMKT or Top Team; any Company Subsidiary, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3B) require any filing by the Company with, notice to, or permit, authorization, consent or approval of, any transnational, domestic or the giving of any notice to any governmental foreign federal, state or local governmental, regulatory bodyor administrative authority, department, court, agency or authority; or official, including any political subdivision thereof (4each, a “Governmental Entity”), (C) result in a violation or breach by the Company of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, Material Contract or any license, franchise, permit, agreementcertificate, lease approval or other instrument similar authorization affecting or obligation relating in any way to, the assets or business of the Company or any Company Subsidiary to which EMKT the Company or Top Team any Company Subsidiary is a party or by which it or any of their Subsidiaries is a party, or by which they or their its respective properties or assets may be bound, (D) violate any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code rule, regulation, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding on or applicable to the Company or any Company Subsidiary or any of its properties or assets (collectively, “Law” or “Laws”), or (E) result in the creation or imposition of any Encumbrance on any asset of the Company or any Company Subsidiary, excluding from the foregoing clauses (3B), (C), (D) and (4E) such filings, notices, permits, consents and approvals the absence of whichauthorizations, and consents, approvals, violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not (I) prevent or materially delay consummation of the Merger, (II) otherwise prevent or materially delay performance by the Company of its material obligations under this Agreement or (III) have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The execution Subject to receipt of the Parent Shareholder Approval, the Company Shareholder Approval and the Required Limited Partners Approval and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” laws, (b) the filing with the SEC of the Proxy Statement and the Form S-4 in which the Proxy Statement will be included as a joint prospectus, and declaration of effectiveness of the Form S-4, such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement and compliance with the rules and regulations of the NYSE, including approval of listing of such Parent Common Stock on the NYSE, (c) for (A) the acceptance for record by the SDAT of the Maryland Articles of Merger and (B) the filing of the Delaware Merger Certificate with the DSOS and (d) as otherwise set forth in Section 4.5 of the Parent Disclosure Schedule, none of the execution, delivery or performance of this Agreement by EMKT and Top Team and each of the Purchaser Parties, the consummation by EMKT and Top Team each of the Transactions Purchaser Parties of the transactions contemplated hereby or compliance by each of the Purchaser Parties with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate organizational documents of Incorporation or By-Laws each of EMKT or Top Team; the Purchaser Parties, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, notice by, or permit, authorization, consent or approval of, any Governmental Entity, (iii) require any consent or the giving of any notice to any governmental or regulatory bodyunder, agency or authority; or (4) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT each of the Purchaser Parties is a party or Top Team by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, or (iv) violate any Law applicable to each of the Purchaser Parties or any of their respective properties or assets, excluding from any of the foregoing clauses (3) and (4) filingswhich would not, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, individually or in the aggregate, would not (A) reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise reasonably be expected to prevent or materially delay performance by the Purchaser Parties of any of its material obligations under this Agreement or (C) reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeParent Material Adverse Effect.

Consents and Approvals; No Violations. The (a) Except for (i) applicable requirements of the Exchange Act, state securities or "blue sky" laws, and (ii) the filing and recordation of the Certificate of Merger as required by the DGCL, no filing or registration with, no notice to or permit from, and no authorization, consent or approval of any public or governmental body or authority or third party is necessary on behalf of Harcourt, NEC or SVAC for the consummation by Harcourt, NEC or SVAC of the transactions contemplated by this Agreement, except where the failure to make such filing, registration or notice or to obtain such permit, authorization, consent or approval would not have a Material Adverse Effect on Harcourt, NEC or SVAC. (b) Neither the execution and delivery of this Agreement by EMKT Harcxxxx, XXC and Top Team and SVAC nor the consummation by EMKT Harcxxxx, XXC and Top Team SVAC of the Transactions transactions contemplated hereby nor compliance by Harcourt, NEC and SVAC with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws laws of EMKT Harcourt, NEC or Top Team; SVAC, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease agreement or other instrument or obligation to which EMKT Harcourt, NEC or Top Team SVAC is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Harcourt, NEC or SVAC or any of their properties or assets, excluding from the foregoing clauses (3ii) and (4iii) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, defaults or such rights which in the aggregate, aggregate would not have a material adverse effect Material Adverse Effect on the businessHarcourt, properties, assets, liabilities, operations, results of operations, conditions (financial NEC or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.SVAC. ARTICLE IV COVENANTS SECTION 4.1

Consents and Approvals; No Violations. The Except for applicable requirements of the HSR Act, no filing with, and no permit, authorization, consent or approval of any public body or governmental authority is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements; provided that no representation or warranty is made as to any such approval that may be required by reason of the effect of the transactions contemplated hereby on any permit, authorization, consent or approval held by the Company or any of its Subsidiaries. Neither the execution and delivery of this Agreement or the Ancillary Agreements by EMKT and Top Team and the Buyer nor the consummation by EMKT and Top Team the Buyer of the Transactions transactions contemplated hereby or thereby nor compliance by the Buyer with any of the provisions hereof or thereof will not: (1a) violate conflict with or result in any breach of any provision of the Certificate charter or bylaws of Incorporation or By-Laws of EMKT or Top Team; the Buyer, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4b) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Buyer or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (c) assuming that the filings referred to in the first sentence of this Section 3.3 are duly and timely made, excluding from violate any order, writ, injunction, decree, statute, rule or regulation applicable to the foregoing clauses Buyer, any of its Subsidiaries or any of their properties or assets, except in the case of (3b) and (4c) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, breaches or defaults which are not in the aggregate, would not aggregate reasonably likely to have a material adverse effect on Buyer Material Adverse Effect or prevent or materially delay the business, properties, assets, liabilities, operations, results consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe transactions contemplated hereby.

Consents and Approvals; No Violations. The execution Except for Permits as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and applicable foreign and state securities or blue sky laws and the HSR Act, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1a) violate conflict with or result in any breach of any provision of the Certificate Organizational Documents of Incorporation the Company or By-Laws any of EMKT or Top Team; its material Subsidiaries, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require the Company to make any filing with, provide any notice to, or permitobtain any Permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the giving consummation of the transactions contemplated by this Agreement), (c) result in the creation or imposition of any notice to Liens upon the properties or assets of the Company or any governmental or regulatory bodySubsidiary, agency or authority; or (4d) except as set forth on Schedule 3.3(d), result in a violation or breach of, conflict withrequire any -------------- notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non- renewal or require any prepayment or offer to purchase any debt) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Material Contract to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, party or by which they the Company's or their respective any of its Subsidiaries' properties or assets may be bound, excluding from (e) violate any Order or Law applicable to the foregoing Company or any of its Subsidiaries or any of their respective properties or assets or (f) result in the loss, forfeiture, revocation, termination or diminution of any Permit, except in the case of clauses (3b), (c), (d), (e) and (4) filingsf), notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens whichlosses, forfeitures, revocations, terminations or diminutions which would not, individually or in the aggregate, would not have cause a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Violations. The Subject to (a) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and with the Secretary of State of the State of Connecticut, respectively, and (b) compliance with applicable federal and state securities laws, the execution and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions transactions contemplated hereby will not: (1i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of EMKT the Company, (ii) breach, violate or Top Team; constitute an event of default (2or an event which with the lapse of time or the giving of notice or both would constitute an event of default) violate under, give rise to any statuteright of termination, ordinancecancellation, rulemodification or acceleration under, regulation, order or decree require any consent or the giving of any court notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or of any governmental other instrument or regulatory bodyobligation to which the Company is a party, agency or authority applicable to EMKT or Top Team or by which either the Company or any of their respective its properties or assets may be bound; , or result in the creation of any lien, claim or encumbrance or other right of any third party of any kind whatsoever upon the properties or assets of the Company pursuant to the terms of any such instrument or obligation, (3iii) require violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency, association, organization or authority applicable to the Company or by which its properties or assets may be bound, except for such violations and conflicts which would not have a Company Material Adverse Effect, or (iv) require, on the part of the Company, any filing or registration with, or permit, consent license, exemption, consent, authorization or approval of, or the giving of any notice to to, any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict withother than any filing, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of terminationregistration, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenturepermit, license, franchiseexemption, permitconsent, agreementauthorization, lease approval or other instrument or obligation to notice which EMKT or Top Team or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, if not obtained would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the HSR Act and any applicable state takeover laws, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Stockholder nor the consummation by EMKT and Top Team it of the Transactions transactions contemplated hereby nor compliance by it with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate its certificate of Incorporation incorporation or Byby-Laws of EMKT or Top Team; laws, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not materially impair the giving ability of any notice the Stockholder to any governmental or regulatory bodyconsummate the transactions contemplated hereby), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Stockholder is a party or Top Team by which it or any of their Subsidiaries is a party, or by which they or their respective its properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to it or any of its properties or assets, except in the foregoing case of clauses (3iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, breaches or defaults, conflicts and liens whichor rights of termination, in the aggregateamendment, cancellation or acceleration, which would not have a material adverse effect on materially impair the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. The execution Except for the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act and state blue sky laws, neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by EMKT Parent and Top Team and Sub nor the consummation by EMKT Parent and Top Team Sub of the Transactions transactions contemplated hereby or thereby nor compliance by Parent and Sub with any of the provisions hereof or thereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate respective certificates of Incorporation incorporation or Byby-Laws laws of EMKT Parent or Top Team; Sub, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, or the giving of any notice to any governmental or regulatory bodyGovernmental Entity, agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, franchiselease, permitcontract, agreement, lease agreement or other instrument or obligation to which EMKT Parent or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, except in the foregoing case of clauses (3ii), (iii) and (4iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals the absence of which, and or where such violations, breachesbreaches or defaults would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on Parent and will not materially impair the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial Parent or otherwise) Sub to consummate the transactions contemplated hereby or prospects of EMKT and its Subsidiaries taken as a wholeby the Ancillary Agreements.

Consents and Approvals; No Violations. The execution Except as disclosed in Section 3.4 of the Disclosure Schedule and except for the Company Shareholder Approval, the Merger Filing, and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act and state blue sky laws, neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof or thereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate articles of Incorporation incorporation or Byby-Laws laws or similar organizational documents of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (a "Governmental Entity"), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, acceleration or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries ) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (a "Company Agreement") or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the foregoing Company, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (3ii), (iii) and or (4iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals the absence of which, and or where such violations, breachesbreaches or defaults would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT Company and its Subsidiaries Subsidiaries, taken as a whole, and will not materially impair the ability of the Company to consummate the transactions contemplated hereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. The execution Except as set forth in Section 3.6 of the Voyager Disclosure Schedule, and delivery for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the HSR Act, the rules of this Agreement by EMKT and Top Team the NASD, and the consummation by EMKT filing and Top Team recordation of the Transactions will not: (1) violate any provision of Merger Certificate as required by the Certificate of Incorporation NGCL, no filing with or By-Laws of EMKT or Top Team; (2) violate any statutenotice to, ordinanceand no permit, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permitauthorization, consent or approval of, any Governmental Entity is necessary for the execution and delivery by Voyager of this Agreement or the giving consummation by Voyager of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on Voyager. Neither the execution, delivery and performance of this Agreement by Voyager nor the consummation by Voyager of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to provision of the respective Certificate of Incorporation or Bylaws (or similar governing documents) of Voyager or any governmental or regulatory bodyof Voyager's subsidiaries, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team Voyager or any of their Subsidiaries Voyager's subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iii) violate any order, excluding from writ, injunction, decree, law, statute, rule or regulation applicable to Voyager or any of Voyager's subsidiaries or any of their respective properties or assets, except in the foregoing clauses case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults which would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeVoyager.

Consents and Approvals; No Violations. The (a) Except as set forth in Schedule 3.3(a) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by EMKT and Top Team and the consummation by EMKT and Top Team Company of the Transactions its obligations hereunder will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or the Company By-Laws of EMKT or Top Teamlaws; (2ii) violate any statuteresult in a breach or violation of, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval ofa default under, or the giving triggering of any notice to payment or other material obligations pursuant to, or except as otherwise contemplated by Sections 1.9 and 1.10 hereof, accelerate vesting under, any governmental of the Company stock option or regulatory bodyother benefit plans, agency or authorityany grant or award made under any of the foregoing; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, or result in the creation of any lien, security interest, charge or encumbrance Lien (as defined in Section 3.5(b) hereof) upon any properties of the properties or assets of EMKT or Top Team Company or any of their its Subsidiaries under, (other than Company Permitted Liens) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, licenseletter of credit, other evidence of indebtedness, franchise, permit, agreementguarantee, license, lease or other agreement or similar instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity (as defined in Section 3.3(b) hereof) to which the Company or any of its Subsidiaries is subject, excluding from the foregoing clauses (3ii), (iii) and (4iv) filingssuch requirements, notices, permits, consents and approvals the absence of which, and violationsdefaults, breaches, defaultsrights, conflicts and liens whichviolations or creations of such liens, security interests, charges or encumbrances (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which any of the Buying Entities or any of their respective affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, any of the Buying Entities. (b) Except as set forth in Schedule 3.3(b) of the Company Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, court, tribunal, commission, board bureau, department, political subdivision or other instrumentality of any government (including any regulatory or administrative agency), whether federal, state, multinational (including, but not limited to, the European Community), provincial, municipal, domestic or foreign (each, a "Governmental Entity"), is required in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DLLCA and the Articles of Merger in accordance with the MGCL and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"); (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns (as defined in Section 3.11(d) hereof) that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the business, properties, assets, liabilities, operations, results ability of operations, conditions the Company to perform its obligations hereunder or (financial or otherwiseB) or prospects of EMKT and its Subsidiaries taken that become applicable as a whole.result of the business or activities in which any of the Buying Entities or any of their respective affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, any of the Buying Entities. SECTION 3.4

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT and Top Team does not, and the consummation by EMKT and Top Team of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute breach or result in any violation of, or default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any obligation or loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of EMKT or Top Team the Company or any of their its Subsidiaries under, (i) the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of the termsits Subsidiaries, conditions (ii) except as disclosed on Schedule 3.4, any loan or provisions of any credit agreement, note, bond, mortgage, indenture, licenselease or other contract, franchiseagreement, instrument, permit, agreementconcession, lease franchise or other instrument or obligation license applicable to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they or their respective properties or assets may be bound("Contracts"), excluding from or (iii) subject to the foregoing governmental filings and other matters referred to in the following sentence, any judgment, order or decree ("Order"), or statute, law, ordinance, rule or regulation ("Law") applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (3ii) and (4) filingsiii), notices, permits, consents and approvals the absence of which, and violationsany such conflicts, breaches, violations, defaults, conflicts and liens whichrights, losses or Liens that, either individually or in the aggregate, would not have a material adverse effect on Company MAE or prevent or materially delay the businessconsummation of the Offer or the Merger. No Order, propertiesconsent, assetsapproval, liabilitiesauthorization or permit of, operationsor registration, results declaration or filing with, any federal, state, local or foreign government or any court, administrative or regulatory agency or commission or other governmental authority, agency or instrumentality (a "Governmental Entity") is required by or with respect to the Company or any of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) the filing with the SEC of (A) the Proxy Statement relating to the Special Meeting as contemplated by Section 1.8 hereof, (B) the Schedule 14D-9, and (C) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (3) the filing of the Certificate of Merger with the Secretary of State and appropriate documents with the Pennsylvania Securities Commission required to comply with an exemption from the Pennsylvania Takeover Disclosure Law; and (4) such filings, consents, approvals, Orders or authorizations the failure of which to be made or obtained would not, either individually or in the aggregate, have a wholeCompany MAE or prevent or materially delay the consummation of the Offer or the Merger.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT and Top Team and Except for the consummation by EMKT and Top Team applicable requirements of the Transactions will not: Securities Exchange Act of 1934, as amended (1the “Exchange Act”): (i) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any no filing with, or and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Rollover Shareholder for the execution, delivery and performance of this Agreement by such Rollover Shareholder or the giving consummation by such Rollover Shareholder of the transactions contemplated hereby; and (ii) neither the execution, delivery or performance of this Agreement by such Rollover Shareholder nor the consummation by such Rollover Shareholder of the transactions contemplated hereby, nor compliance by such Rollover Shareholder with any of the provisions hereof shall (A) require the consent or approval of any notice other Person pursuant to any governmental agreement, obligation or regulatory bodyinstrument binding on such Rollover Shareholder or his, agency her or authority; its properties or assets, (4B) conflict with or violate any provision of the organizational documents of any such Rollover Shareholder (as applicable), (C) result in a any breach or violation or breach of, conflict withor constitute a default (or an event which, constitute (with or without due notice or lapse of time or both, would become a default) a default (under, or give rise to others any right rights of termination, amendment, acceleration or cancellation or acceleration) underof, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties a Lien on property or assets of EMKT such Rollover Shareholder pursuant to any Contract to which such Rollover Shareholder is a party or Top Team by which such Rollover Shareholder or any property or asset of such Rollover Shareholder is bound or affected, or (D) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Rollover Shareholder or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries is a party, or by which they or their respective such Rollover Shareholder’s properties or assets may be bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The execution To the Company's Knowledge, no filing with or notice to, and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate no permit, authorization, consent or approval of, any provision of the Certificate of Incorporation federal, state, local or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any foreign court or of any governmental tribunal or administrative, governmental, arbitral or regulatory body, agency or authority applicable to EMKT (a "Governmental Entity"), is required on the part of the Company or Top Team or any of its Subsidiaries for the execution, delivery and performance by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving Related Agreements or the consummation by the Company of the transactions contemplated hereby or thereby, except (a) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (b) the filing of the Certificate of Merger pursuant to the DGCL, (c) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, have a Company Material Adverse Effect, and (d) with respect to the Stock Purchase Agreement only, in connection with the requirements of the HSR Act and the rules and regulations in foreign jurisdictions governing antitrust or merger control matters. Neither the execution, delivery and performance of this Agreement or the Related Agreements by the Company, nor the consummation by the Company of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any notice to provision of the respective certificate of incorporation or bylaws (or similar governing documents) of the Company or of any governmental or regulatory bodyits Subsidiaries, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, alteration or acceleration) under, or result in the creation of a Lien on any lien, security interest, charge property or encumbrance upon any asset of the properties or assets of EMKT or Top Team Company or any of their Subsidiaries its Subsidiaries, or trigger any rights of first refusal) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a partyrespective properties, capital stock or assets may be bound or result in the loss or impairment of the Company's or any of its Subsidiary's right to use the Company Intellectual Property, Company PVP Certificates or Company Germplasm, or by which they (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be boundassets, excluding from except in the foregoing clauses case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and above for violations, breaches, defaultsdefaults or other occurrences that would not, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT the Company do not, and Top Team the performance by the Company of this Agreement and the consummation by EMKT and Top Team the Company of the Transactions will not: , (1a) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, Company Charter or the giving of any notice to any governmental or regulatory bodyCompany Bylaws, agency or authority; or (4b) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument obligation, whether written or obligation oral (“Contract”), to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets is bound, (c) violate any Law applicable to the Company, any of its Subsidiaries or any of their properties or assets or (d) other than in connection with or compliance with (i) the DGCL, (ii) requirements under other state corporation Laws, (iii) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other Antitrust Laws, (iv) Securities Exchange Rules, (v) the Exchange Act and (vi) such filings as may be boundrequired under Chapter 80B of the Minnesota Statutes, excluding from require the foregoing Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case of clauses (3b), (c) and (4) d), for such violations, breaches or defaults that, or filings, noticesregistrations, permitsnotifications, authorizations, consents and or approvals the absence failure of whichwhich to make or obtain, and violationswould not, breaches, defaults, conflicts and liens which, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on materially adversely affect the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Company to consummate the Transactions.

Consents and Approvals; No Violations. The execution Except as set forth in Section 4.5 of the Company Disclosure Statement, and except for filings and Permits as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act (including the filing with the SEC of the Registration Statement), state securities or "blue sky" laws ("BLUE SKY LAWS"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the DGCL, none of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1a) violate conflict with or result in any breach of any provision of the Certificate Company Charter or by-laws of Incorporation the Company or By-Laws of EMKT or Top Teamthe similar organizational documents of any of its material Subsidiaries; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any filing withfiling, registration, qualification, declaration or permit, consent designation with or approval Permit of, or the giving termination of any notice to waiting period requirement (each an "AUTHORIZATION") by, any federal, state, local or foreign government or any court, tribunal, administrative agency or commission or other governmental or other regulatory bodyauthority or agency, agency domestic, foreign or authoritysupranational (a "GOVERNMENTAL ENTITY"); or (4c) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, licenselease, Permit, concession, franchise, permitlicense, agreementcontract, lease agreement or other instrument instrument, arrangement, understanding or obligation (each a "CONTRACT") to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound; or (d) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the foregoing Company, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (3b), (c) and or (4d) filingsfor failures to obtain Authorizations, notices, permits, consents and approvals the absence of which, and violations, breachesbreaches or defaults that would not, defaults, conflicts and liens which, individually or in the aggregate, would not reasonably be expected have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results Company or prevent or materially delay the consummation of operations, conditions (financial the Offer or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Merger.

Consents and Approvals; No Violations. The execution and None of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Purchaser, the consummation by EMKT and Top Team the Purchaser of the Transactions or compliance by the Purchaser with any of the provisions of this Agreement will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation Purchaser Governing Documents or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree the organizational documents of any court or of any governmental or regulatory bodyPurchaser Subsidiary, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing by the Purchaser or any Purchaser Subsidiary with, or the permit, authorization, consent or approval of, any Governmental Entity or any other Person (except for (A) compliance with any applicable requirements of the Securities Act, the Exchange Act or any state securities or Blue Sky laws, (B) any filings as may be required under the CGCL or the giving of any notice to any governmental or regulatory bodyDGCL in connection with the Merger, agency or authority; (C) filings, permits, authorizations, consents and approvals as may be required under the HSR Act or (4D) the filing with the SEC of (1) the Schedule TO and (2) the Registration Statement), (iii) result in a modification, violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of require any lien, security interest, charge consent or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries approval under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, lease, license, franchisecontract, permit, understanding or agreement, lease whether oral or written, or other instrument or obligation to which EMKT the Purchaser or Top Team any Significant Subsidiary is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundis bound (the “Purchaser Agreements”), excluding from or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the foregoing Purchaser, any Purchaser Subsidiaries or any of their respective properties or assets; except in the case of clauses (3ii) and or (4iii) filings, notices, where (x) any failure to obtain such permits, consents and approvals the absence of whichauthorizations, and consent or approvals, (y) any failure to make such filings or (z) any such modifications, violations, breachesrights, defaultsbreaches or defaults have not had and would not reasonably be expected to have, conflicts and liens which, individually or in the aggregate, would not a Purchaser Material Adverse Effect or have a material adverse effect on the businessability of the Purchaser to consummate the Offer, properties, assets, liabilities, operations, results the Merger or any of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe other Transactions.

Consents and Approvals; No Violations. The (a) Except as set forth in Schedule 4.3.3(a) of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by EMKT and Top Team and the consummation by EMKT and Top Team Buyer of the Transactions its obligations hereunder will not: (1i) violate conflict with or result in any breach of any provision of the Certificate certificate of Incorporation formation or By-Laws operating agreement (or other governing or organizational documents) of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; Buyer or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or obligation to repurchase, repay, redeem or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team acquire or any of their Subsidiaries under, similar right or obligation) under any of the terms, conditions or provisions of of, any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, franchise, permit, agreement, lease or other agreement or similar instrument or obligation to which EMKT Buyer or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Buyer or any of its Subsidiaries is subject, excluding from the foregoing clauses (3ii) and (4iii) filingssuch requirements, notices, permits, consents and approvals the absence of which, and violationsdefaults, breaches, defaults, conflicts and liens whichrights or violations (A) that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. (b) Except as set forth in Schedule 4.3.3(b) of the Buyer Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Buyer or the performance by Buyer of its obligations hereunder, except (i) the filing of the Articles of Merger in accordance with the MGCL and the Certificate of Merger in accordance with the DLLCA and filings to maintain the good standing of the Surviving Entity; (ii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iii) compliance with any applicable requirements of state takeover laws; (iv) any Tax Returns that may be required in connection with the Merger and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and would not have a material adverse effect on the business, properties, assets, liabilities, operations, results ability of operations, conditions Buyer to perform its obligations hereunder or (financial or otherwiseB) or prospects of EMKT and its Subsidiaries taken that become applicable as a whole.result of the business or activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining to, the Company. 4.3.4

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and delivery approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of this Agreement by EMKT and Top Team and 1916, as amended (the consummation by EMKT and Top Team "HSR Act"), the rules of the Transactions will not: National Association of Securities Dealers, Inc. (1) violate any provision "NASD"), the filing and recordation of the Merger Certificate as required by the DGCL, and as set forth on Schedule 2.6 of Incorporation the CALIPSO Disclosure Schedule no filing with or By-Laws of EMKT notice to, and no permit, authorization, consent or Top Team; (2) violate any statuteapproval of, ordinance, rule, regulation, order or decree of any court or of any tribunal or administrative, governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution, delivery and performance by which either CALIPSO of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by CALIPSO of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on CALIPSO. Except as set forth in Schedule 2.6 of the CALIPSO Disclosure Schedule, neither the execution, delivery and performance of this Agreement by CALIPSO nor the consummation by CALIPSO of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to any governmental provision of the respective Articles of Incorporation or regulatory bodyBylaws (or similar governing documents) of CALIPSO, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries CALIPSO is a party, party or by which they or their respective any of its properties or assets may be bound, excluding from or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to CALIPSO or any of its properties or assets, except in the foregoing clauses case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults which would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCALIPSO.

Consents and Approvals; No Violations. The execution Except for ------------------------------------- filings, permits, authorizations, consents and delivery approvals as may be required under, and other applicable requirements of, the Exchange Act, state securities laws ("Blue Sky Laws"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by EMKT and Top Team 1976, as amended (the "HSR Act"), and the consummation by EMKT filing and Top Team recordation and acceptance for record of the Transactions will not: (1) violate any provision of Merger Certificate as required by the Certificate of Incorporation MGCL and the DGCL, respectively, no filing with or By-Laws of EMKT notice to and no permit, authorization, consent or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree approval of any court or of any tribunal, or administrative governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution and delivery by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to provision of the respective charter or Bylaws (or similar governing documents) of the Company or any governmental or regulatory bodyof its subsidiaries, agency or authority; or (4ii) result in a violation or breach of, conflict with, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their Subsidiaries its subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iii) conflict with or violate any order, excluding from writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence Company or any of which, and violations, breaches, defaults, conflicts and liens whichits subsidiaries or any of their respective properties or assets except, in the aggregatecase of (ii) or (iii), for violations, breaches or defaults which would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and delivery approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by EMKT 1976, as amended (the "HSR Act"), the filing and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate any provision recordation of the Certificate of Incorporation Merger as required by the DGCL and as otherwise set forth in Section 2.6 to the Company Disclosure Schedule, no filing or By-Laws of EMKT registration with or Top Team; (2) violate any statutenotice to, ordinanceand no permit, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permitauthorization, consent or approval of, any court or the giving of any notice to any tribunal or administrative, governmental or regulatory body, agency agency, commission or authority; authority (a "Governmental Entity") is necessary for the execution and delivery by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Company Material Adverse Effect. Except as set forth in Section 2.6 to the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (4i) conflict with or result in any breach of any provision of the respective certificate or articles of incorporation or bylaws (or similar governing documents) of the Company or any of its subsidiaries, (ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their Subsidiaries its subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound, excluding from or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses Company or any of its subsidiaries or any of their respective properties or assets, except in the case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults which would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The Assuming (a) the filings required under the HSR Act are made and the applicable waiting periods thereunder have been terminated or have expired, and (b) the sale of the Shares by the Company pursuant to this Agreement has been approved and/or adopted by the shareholders of the Company, the execution and delivery of this Agreement by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions will transactions contemplated hereby do not: (1i) violate or conflict with any provision of the Certificate Company Articles or the comparable governing documents of Incorporation or By-Laws any of EMKT or Top Teamits Subsidiaries; (2ii) violate or conflict in any material respect with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority Governmental Entity applicable to EMKT the Company or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; (3iii) except as set forth on Schedule 3.4(a) of the Company Disclosure Letter, require any material filing with, or permitmaterial Permit, material consent or approval of, or the giving of any material notice to to, any governmental Governmental Entity or regulatory body, agency or authorityany other Person; or (4iv) except as set forth on Schedule 3.4(b) of the Company Disclosure Letter, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or acceleration) acceleration under), or result in the creation of any lien, security interest, charge or encumbrance material Lien upon any of the properties or assets of EMKT or Top Team any Operating Subsidiary or any of their respective Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right that becomes effective upon the occurrence of a merger, amalgamation, scheme of arrangement, consolidation or change of control under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, franchise, permitPermit, agreementContract, lease arrangement, lease, franchise agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they any such Person or their respective any of its properties or assets may be are bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the MBCL and state takeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by EMKT Parent and Top Team and Sub, nor the consummation by EMKT Parent and Top Team Sub of the Transactions transactions contemplated hereby or thereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of EMKT or Top Team; Parent and Sub, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the giving consummation of any notice to any governmental or regulatory bodythe Offer and/or the Merger), agency or authority; or (4iii) result in a violation or breach of, conflict withrequire any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchiselease, permitcontract, agreement, lease agreement or other instrument or obligation to which EMKT Parent or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its subsidiaries or any of their properties or assets, except in the foregoing case of clauses (3iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breachesbreaches or defaults which could not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on be reasonably expected to prevent or materially delay the business, properties, assets, liabilities, operations, results consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Offer and/or the Merger.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, state insurance laws and the MBCA, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not: (1a) violate any provision of the Certificate articles of Incorporation incorporation or By-Laws bylaws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the giving Company and its Subsidiaries taken as a whole or a material adverse effect on the ability of any notice the Company to any governmental or regulatory bodyconsummate the transactions contemplated by this Agreement), agency or authority; or (4c) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (d) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the foregoing clauses Company, any of its Subsidiaries or any of their properties or assets, except in the case of (3c) and or (4d) filings, notices, permits, consents and approvals the absence of which, and for violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT Company and its Subsidiaries Subsidiaries, taken as a wholewhole or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except for the filings set forth on Section 3.4 of the Company's Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or blue sky laws, and the NCBCA, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or By-Laws the Bylaws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (a "Governmental Entity"), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of payment, termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (the "Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses clause (3iii) and (4) filings, notices, permits, consents and approvals the absence of which, and such violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT Company and its Subsidiaries Subsidiaries, taken as a wholewhole and which will not materially impair the ability of the Company to consummate the transactions contemplated hereby. Section 3.4 of the Company's Disclosure Schedule sets forth a list of any consents required to be obtained in connection with the Agreements prior to the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 3.4 of the Company's Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any contract or agreement (whether written or oral) providing for any severance or other payment upon or following a change of control of the Company. Section 3.4 describes in reasonable detail the nature and amount of any such severance or other payments.

Consents and Approvals; No Violations. The execution Except as set ------------------------------------- forth on Schedule 3.4 hereof and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Bureau of Alcohol, Tobacco and Firearms (the "ATF"), the United States Customs Service, state or foreign laws relating to takeovers, state securities or blue sky laws, foreign antitrust laws and the DGCL, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions will not: transactions contemplated hereby nor compliance by the Company with any of the provisions hereof shall (1i) violate conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws or similar organizational documents of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require on the part of the Company any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (a "Governmental Entity"), agency or authority; or (4iii) result in a material violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound and (x) the loss of which would have a material adverse effect on the Company and its Subsidiaries taken as a whole, (y) pursuant to which the Company or any Subsidiary expects to or is scheduled to receive (assuming full performance pursuant to the terms thereof) revenue of $1.5 million or more during the 12-month period following the date of this Agreement, or (z) which has been or, as of the date of this Agreement, would be required to be, filed as an exhibit to the Company SEC Documents (as defined in Section 3.5) (collectively, the "Material Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (3ii) and or (4iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals or the absence existence of which, and such violations, breaches, breaches or defaults, conflicts and liens whichwould not, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT Company and its Subsidiaries taken as a whole, and which shall not materially impair the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. The execution No filing with or notice to, and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statuteno permit, ordinanceauthorization, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permitregistration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Subsidiaries for the execution, delivery and performance by Purchaser and/or its Subsidiaries, as applicable, of this Agreement or any Ancillary Agreement or the giving consummation by Purchaser and/or its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of any notice Competition and Foreign Investment Laws; (b) compliance with any Permits relating to any governmental or regulatory body, agency or authoritythe Business; or (4c) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not have a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by Purchaser and/or its Subsidiaries, as applicable, nor the consummation by Purchaser and/or its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Purchaser or its Subsidiaries, (ii) result in a breach, violation or breach infringement of, conflict with, or constitute (with or without due notice or lapse of time or both) 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, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT or Top Team Purchaser or any of their its Subsidiaries is a party, or by which they or any of their respective properties or assets may be are bound, excluding from the foregoing clauses or (3iii) and (4) filingsviolate any Law applicable to Purchaser or any of its Subsidiaries or any of their respective properties or assets, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens whichexcept, in the aggregatecase of clause (ii) or clause (iii), as would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholePurchaser Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) the Exchange Act, (ii) the HSR Act and (iii) the filing of the certificate of merger, none of the execution, delivery or performance of this Agreement by EMKT and Top Team and Parent or Merger Sub, the consummation by EMKT and Top Team Parent or Merger Sub of the Transactions or compliance by Parent or Merger Sub with any of the provisions of this Agreement will not: (1a) violate contravene or conflict with or result in any breach of any provision of the Certificate respective Articles of Incorporation Incorporation, Code of Regulations or By-Laws other similar organizational documents of EMKT Parent or Top Team; Merger Sub, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any filing withwith or any other action by or in respect of, or permit, authorization, consent or approval of, any Governmental Entity, (c) require any consent or the giving of other action by any notice to any governmental or regulatory bodyPerson under, agency or authority; or (4) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, acceleration or result in the creation loss of any lien, security interest, charge benefit to which Parent or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries Merger Sub is entitled) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchise, permit, agreementapproval, lease contract, agreement or other instrument or obligation to which EMKT or Top Team Parent or any of their its Subsidiaries (including Merger Sub) is a party, party or by which they any of them or any of their respective properties or assets may be bound, excluding from (d) result in the foregoing clauses creation or imposition of any Lien on any asset of Parent or Merger Sub or (3e) and contravene, conflict with or violate or breach any Order or Law applicable to Parent, any of its Subsidiaries (4including Merger Sub) or any of their properties or assets, except in the case of clause (b), (c), (d) or (e)where failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals the absence of which, and or where such violations, breachesbreaches or defaults would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial or otherwise) or prospects of EMKT Parent and its Subsidiaries taken as a wholeMerger Sub to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. The execution Except as set forth on Schedule 3.4 and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") xxxte or foreign laws relating to takeovers, state securities or blue sky laws, foreign antitrust laws and the DGCL, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions will not: transactions contemplated hereby nor compliance by the Company with any of the provisions hereof shall (1i) violate conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws or similar organizational documents of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require on the part of the Company any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (a "Governmental Entity"), agency or authority; or (4iii) result in a material violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, (v) result in the creation or imposition of any lien, claim, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries, or (vi) result in the creation or imposition of any lien, claim, security interest or other encumbrance on any Company Common Stock or any equity interest in any Subsidiary, excluding from the foregoing clauses (3ii), (iii), (iv) and or (4v) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals or the absence existence of which, and such violations, breaches, breaches or defaults, conflicts and liens whichwould not, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT Company and its Subsidiaries taken as a whole, and which shall not materially impair the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. The execution Except for (a) applicable requirements of and filings with the SEC under the Exchange Act, including the Proxy Statement to be mailed to the Company’s stockholders in connection with the Company Special Meeting (the “Proxy Statement”) and a registration statement on Form N-14 in which the Proxy Statement will be included as a prospectus (the “Form N-14”), and declaration of effectiveness of the Form N-14, (b) filings with NASDAQ, (c) the filing of the Certificate of First Merger and the Certificate of Second Merger, (d) applicable requirements under corporation or “blue sky” laws of various states, (e) compliance with the Investment Company Act and (f) any consents, approvals or filings referred to in the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or equivalent organizational documents) of EMKT the Company or Top Team; any of its Subsidiaries, (2ii) violate any statuteassuming that the consents, ordinanceapprovals, ruleand filings referred to in the Company Disclosure Letter are duly obtained and/or made, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, (iii) assuming that the consents, approvals, and filings referred to in the Company Disclosure Letter are duly obtained and/or made, violate any Law applicable to the Company or by which they any of its Subsidiaries or their respective properties (iv) require on the part of the Company any filing or assets may be boundregistration with, excluding from notification to, or authorization, consent or approval of, any federal, state, local or foreign government, court, legislative, executive or regulatory authority, commission, agency or any self-regulatory agency (a “Governmental Entity”); except in the foregoing case of clauses (3ii), (iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for such violations, breaches, defaults, conflicts and liens whichterminations, cancellations or accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The execution and (a) None of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by EMKT and Top Team the Company of the Transactions Merger or any other Transaction or compliance by the Company with any of the provisions of this Agreement will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation Company Governing Documents or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree the organizational documents of any court or of any governmental or regulatory bodyCompany Subsidiary, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing withby the Company or any Company Subsidiary, or the permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency, agency foreign, federal, state, local or authority; supernational entity (a “Governmental Entity”) (except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Required Governmental Approvals, or (D) the filing with the SEC and the Nasdaq of (1) the Schedule 14D-9, (2) a Proxy Statement if stockholder approval of the Merger is required by applicable law, (3) the information required by Rule 14f-1 under the Exchange Act and (4) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Offer and the Merger), (iii) automatically result in a modification, violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, lease, license, franchise, permit, contract or agreement, lease or other instrument or obligation to which EMKT the Company or Top Team any Company Subsidiary is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may is bound (the “Company Agreements”) and which are set forth on the Company Disclosure Schedule or should be boundso set forth (such Company Agreements, excluding from the foregoing “Company Scheduled Agreements”) or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Company Subsidiary or any of their respective properties or assets; except in the case of clauses (3ii), (iii) and or (4iv) filings, notices, where (x) any failure to obtain such permits, authorizations, consents and approvals the absence of whichor approvals, and (y) any failure to make such filings or (z) any such modifications, violations, breachesrights, defaultsbreaches or defaults have not had and would not reasonably be expected to have, conflicts and liens which, individually or in the aggregate, would not a Company Material Adverse Effect or have a material adverse effect on the businessability of the Company to consummate the Offer, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT the Merger and its Subsidiaries taken as a wholethe other Transactions.

Consents and Approvals; No Violations. The execution and None of the execution, delivery or performance of this Agreement by EMKT Parent and Top Team and Merger Sub, the consummation by EMKT Parent and Top Team Merger Sub of the Transactions Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will not: (1a) violate violate, conflict with or result in any breach of any provision of the Certificate of Incorporation Parent Governing Documents, the Merger Sub Governing Documents or By-Laws of EMKT the comparable organizational or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree governing documents of any court or of any governmental or regulatory bodyParent Subsidiary, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, or any Governmental Entity (except for (i) compliance with any applicable requirements of the giving Exchange Act, including with respect to the registration of Stock Consideration, (ii) any notice to any governmental or regulatory bodyfilings as may be required under the MGCL in connection with the Mergers and the other Transactions, agency or authority; (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (4iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in a any termination, cancellation or modification of, or loss of benefit under, violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT or Top Team Parent or any of their Subsidiaries Parent Subsidiary is a party, (d) result in the creation of any Lien or by which they or their other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets may be boundof Parent, excluding from the foregoing or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (3c) and or (4) filingsd), notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, as would not have or reasonably be expected to have individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeParent Material Adverse Effect.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT and Top Team do not, and the consummation by EMKT and Top Team of the Transactions transactions contemplated hereby and compliance with the provisions hereof will not: (1) violate , result in any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval violation of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) 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 properties or assets of EMKT or Top Team Commodore or any of their its Subsidiaries under, : (i) any provision of the Certificate of Incorporation or By-laws of Commodore or the comparable charter or organization documents or by-laws of any of the termsits Subsidiaries, conditions (ii) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, licenselease, franchiseagreement, instrument, permit, agreementconcession, lease franchise or other instrument license applicable to Commodore or obligation any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to which EMKT Commodore or Top Team any of its Subsidiaries or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundassets, excluding from other than, in the foregoing case of clauses (3ii) and (4) filingsiii), notices, permits, consents and approvals the absence of which, and any such violations, breaches, defaults, conflicts and liens whichrights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect on Commodore and would not materially impair the businessability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, propertiesor authorization, assetsconsent or approval of, liabilitiesany domestic (federal and state), operations, results of operations, conditions foreign (financial or otherwiseincluding provincial) or prospects supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Commodore or any of EMKT and its Subsidiaries taken as in connection with the execution and delivery of this Agreement by Commodore or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except: (i) in connection, or in compliance, with the provisions of the Securities Laws and any state securities or "blue sky" laws; (ii) for the filing of the Delaware 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 Commodore or any of its Subsidiaries is qualified to do business; and (iii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a wholeMaterial Adverse Effect on Commodore and would not materially impair the ability of Commodore to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violations. The execution and Except as set forth on Schedule 3.6 hereto, neither the execution, delivery nor performance of this Agreement or the other Transaction Documents, by EMKT each of the Company and Top Team and its Subsidiaries, as applicable, nor the consummation by EMKT and Top Team each of the Transactions Company and its Subsidiaries, as applicable, of the transactions contemplated hereby or thereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; Company's and its Subsidiaries' respective Organizational Documents, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, notice to, or permitPermit, authorization, consent or approval of, any Governmental Entity (except for (A) any filing requirement pursuant to the HSR Act, (B) the filing of the Registration Statement and the Proxy Statement with (and subsequent declaration of effectiveness by) the Commission, (C) any filing requirement of the NYSE (or the giving of any notice to any governmental or regulatory bodyNASDAQ National Market, agency or authority; if applicable) or (4D) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (iii) result in a violation or breach of, conflict withrequire any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, cancellation or acceleration) underamendment, or result in cancellation, acceleration (including, without limitation, the creation acceleration of any lienunvested options), security interest, charge non-renewal or encumbrance upon contingent payment or Liability (including any of the properties severance or assets of EMKT or Top Team or any of their Subsidiaries change-of-control Liabilities) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iv) violate any Law applicable to the Company, excluding from any of its Subsidiaries or any of their respective properties or assets, except in the foregoing case of clauses (3iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial be reasonably expected to either prevent or otherwise) or prospects of EMKT and materially delay such Person's ability to perform its Subsidiaries taken as a wholeobligations hereunder.

Consents and Approvals; No Violations. The execution Except as set forth in Section 2.6 of the Company Disclosure Schedule and delivery except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by EMKT and Top Team 1976, as amended (the "HSR Act"), and the consummation by EMKT filing and Top Team of the Transactions will not: (1) violate any provision recordation of the Certificate of Incorporation Merger as required by the DGCL, no filing with or By-Laws of EMKT notice to, and no permit, authorization, consent or Top Team; (2) violate any statuteapproval of, ordinance, rule, regulation, order or decree of any court or of any tribunal or administrative, governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution and delivery by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect on the Company. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to provision of the respective Certificate of Incorporation or Bylaws (or similar governing documents) of the Company or any governmental or regulatory bodyof its Subsidiaries, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound, excluding from or (iii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses Company or any of its Subsidiaries or any of their respective properties or assets, except in the case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults which would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany.

Consents and Approvals; No Violations. The execution Except as set forth in Schedule 4.4 of the Parent Disclosure Schedules and for filings, permits, authorizations, consents and approvals as are contemplated by this Agreement or may be required under, and other applicable requirements of, the Exchange Act and the HSR Act, none of the execution, delivery or performance of this Agreement by EMKT and Top Team and Parent or the Purchaser, the consummation by EMKT and Top Team Parent or the Purchaser of the Transactions or compliance by Parent or the Purchaser with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Incorporation, the By-Laws or similar organizational documents of EMKT Parent or Top Team; any of its Subsidiaries, state securities laws or blue sky laws, and the Texas Business Corporations Act or the NGCL, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, or the giving of any notice to any governmental or regulatory bodyGovernmental Entity, agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT Parent or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (collectively, excluding from the foregoing clauses "Parent Agreements") or (3iv) and violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, except in the case of clause (4ii), (iii) or (iv) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals the absence of which, and or where such violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on Parent Material Adverse Effect. Schedule 4.4 of the business, properties, assets, liabilities, operations, results Parent Disclosure Schedules sets forth a list of operations, conditions (financial or otherwise) or prospects all third party consents and approvals required to be obtained in connection with this Agreement under the Parent Agreements prior to the consummation of EMKT and its Subsidiaries taken as a whole.the transactions contemplated by this Agreement. 39

Consents and Approvals; No Violations. The execution Except for (a) filings with the SEC under the Exchange Act, (b) filing the Certificate of Merger with the Department of State of the Commonwealth of Pennsylvania, (c) the filings provided for under the HSR Act and (d) matters listed in Section 2.3 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: not (1i) violate (assuming the shareholder approval set forth in Section 5.1(a) is obtained) conflict with or result in any breach of any provision of the Certificate Company’s Articles of Incorporation or By-Laws of EMKT or Top Team; Laws, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, notice to, or permit, authorization, consent or approval of, or the giving of any notice to any governmental or regulatory bodyGovernmental Entity, agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of, or result in a change in the rights or obligations of the parties to, any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their the Company Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound, (iv) violate any Law or Permit applicable to the Company, any of the Company Subsidiaries or by which any of their respective properties or assets is bound, (v) result in the creation of any Lien on the assets or properties of the Company or a Company Subsidiary or (vi) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (3ii), (iii), (iv), (v) and (4vi) such violations, breaches, defaults, Liens, reassessments, revaluations and changes which, and filings, notices, permits, authorizations, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The execution No notice to, filing with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Ancillary Agreements by the Company or the consummation by the Company of the transactions contemplated hereby and thereby, except for (a) compliance with and filings under the HSR Act, (b) those set forth on Section 3.5 of the Company Disclosure Schedules and (c) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have, a Company Material Adverse Effect or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or taking any action necessary to consummate the transactions contemplated by this Agreement. Neither the execution, delivery and performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; any Material Group Company’s Governing Documents, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict withcause acceleration, allow a party to modify or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or acceleration) undermodification, or result in the creation right of any lienfirst refusal, security interest, charge right of first offer or encumbrance upon any of the properties or assets of EMKT or Top Team similar right) or any increased cost or loss of their Subsidiaries under, benefit to any Group Company or increased benefit to another party thereto under any of the terms, conditions or provisions of any note, bond, mortgage, or indenture, or material lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries Group Company is a party, party or by which they or any of their respective properties or assets may be bound, excluding from (iii) violate any Law of any Governmental Entity applicable to any Group Company or any of their respective properties or assets, or (iv) except with respect to Permitted Liens, result in the foregoing creation of any Lien upon any of the assets of any Group Company, which in the case of any of clauses (3ii) and through (4iv) filingsabove, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, individually or in the aggregate, would not have reasonably be expected to have, a material adverse effect on Company Material Adverse Effect or otherwise prevent or materially delay the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and Company from performing its Subsidiaries taken as a wholeobligations under this Agreement.

Consents and Approvals; No Violations. The Except for applicable ------------------------------------- requirements of the Exchange Act, the Securities Act and state Blue Sky laws, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the consummation by EUI of the transactions contemplated by this Agreement; provided that in making this representation EUI is relying on and this representation is conditioned upon the accuracy of the representations and warranties of BNI and the Majority BNI Shareholders in Section 4 of this Agreement. Except as set forth in Section 3.5 of the EUI Disclosure Schedule, neither the execution and delivery of this Agreement by EMKT and Top Team and EUI nor the consummation by EMKT and Top Team EUI of the Transactions transactions contemplated hereby nor compliance by EUI with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate charter or bylaws of Incorporation or By-Laws of EMKT or Top TeamEUI; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT EUI or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound; or (iii) to the best knowledge of the officer executing this Agreement on behalf of EUI, excluding from violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to EUI, any of its subsidiaries or any of their properties or assets, except in the foregoing clauses case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, would breaches or defaults which are not have a material adverse effect on to the business, properties, assets, liabilities, operations, results operations or financial condition of operations, conditions (financial EUI or otherwise) its subsidiaries and which will not prevent or prospects delay the consummation of EMKT and its Subsidiaries taken as a wholethe transactions contemplated hereby.

Consents and Approvals; No Violations. The execution No filing with or notice to, and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, no consent or approval of, any Governmental Entity is required to be obtained or made on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement to which such Person is or shall at Closing be a party or the giving consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, other than (a) the Required Regulatory Approvals, (b) the Xxxxxxxx Plant Approvals, (c) the Additional Regulatory Filings and Consents, (d) notice and judicial approval of a modification to the NSR Consent Decree, or (e) any permit, declaration, filing, authorization, registration, consent or approval, of which the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Purchaser and/or their Affiliates, as applicable, of this Agreement or any Ancillary Agreement to which such Person is or shall at Closing be a party, nor the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby shall (i) conflict with or result in any breach or violation of any notice to any governmental or regulatory bodyprovision of Purchaser’s Organizational Documents, agency or authority; or (4ii) result in a breach or violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease material Contract or other instrument or obligation material Permit to which EMKT or Top Team Purchaser or any of their Subsidiaries its assets, rights, properties or business is a partybound or (iii) violate any Law applicable to, or by which they result in the creation of any Encumbrance (other than for Permitted Encumbrances) upon, Purchaser or their respective properties any of its rights, properties, business or assets may be boundassets, excluding from except, in the foregoing case of clauses (3ii) and or (4) filingsiii), noticesfor breaches, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens whichEncumbrances or rights of termination, amendment, cancellation or acceleration that would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholePurchaser Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except as set forth in Schedule 4.4 hereto and for such filings, permits, and Consents as may be required hereunder, and other applicable requirements of, the Antitrust Laws, none of the execution, delivery or performance of this Agreement and the Ancillary Agreements by EMKT and Top Team and Seller, the consummation by EMKT and Top Team Seller of the Transactions or the performance by Seller of any of the provisions hereof or of the Ancillary Agreements will not: (1a) violate conflict with or result in any Breach of any provision of the Certificate Operating Documents or Organizational Documents of Incorporation Seller or By-Laws of EMKT or Top Team; either Acquired Company, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any filing an Acquired Company or Seller to file with, give notice to, or permit, consent obtain any material permit or approval Consent of, or the giving of any notice Governmental Entity, including pursuant to any governmental Acquired Company Governmental Permit, any Antitrust Laws or regulatory bodyotherwise, agency or authority; or (4c) result in a violation or breach material Breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationmaterial modification) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation material Contract to which EMKT Seller or Top Team an Acquired Company is a party or by which Seller or an Acquired Company or any of their Subsidiaries is a party, or by which they or their its respective properties or assets Properties may be bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, other than in the aggregatecase of the Acquired Companies, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeresult of their affiliation with Buyer, or affected, (d) violate any material Law or Order, applicable to Seller, to an Acquired Company or to any of their respective Properties or give any Governmental Entity the right to exercise any remedy or obtain any relief under any material Law or Order (including the right to revoke, withdraw, suspend, cancel, terminate or modify any material Governmental Permit), other than in the case of the Acquired Companies, as a result of their affiliation with Buyer (e) result in the imposition or creation of any Encumbrance on any of the Shares or any material Properties of the Acquired Companies, or (f) result in any material Tax or material fine to Buyer with respect to the Shares or to any of the Acquired Companies.

Consents and Approvals; No Violations. The execution Except as set forth in Schedule 4.05 or as otherwise stated herein, neither the execution, delivery and delivery performance of this Agreement, the Interim Management Agreement or the Forbearance Agreement by EMKT and Top Team and the Company, nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby or thereby, will not: (1i) violate con- flict with or result in any provision breach of any provisions of the Certificate charter, by-laws or other organizational documents of Incorporation the Company or By-Laws any of EMKT or Top Team; its Subsidiaries, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any a filing with, or a permit, authorization, consent or approval of, any federal, state, local or the giving of any notice to any foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or authority; commission (a "Governmental Entity"), except in connection with or in order to comply with the applicable provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (4the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws, the By-Laws of the National Association of Securities Dealers (the "NASD") and the filing and recordation of a Certificate of Merger as required by the DGCL, (iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge Liens on any property or encumbrance upon any asset of the properties or assets of EMKT or Top Team Company or any of their its Subsidiaries underpursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation (each, a "Contract") to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any law, excluding from order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to the foregoing Company, any of its Subsidiaries or any of their properties or assets, except, in the case of clauses (3ii), (iii) and (4) filingsiv), noticeswhere the failure to make such filing or obtain such authorization, permitsconsent or approval would not have, consents and approvals the absence of which, and or where such violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial breaches or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.defaults or

Consents and Approvals; No Violations. The execution Except for the filings disclosed in Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the HSR Act, none of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company, the consummation by EMKT and Top Team of the Transactions or compliance by the Company with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Incorporation, the By-Laws laws or similar organizational documents of EMKT the Company or Top Team; any of its Subsidiaries, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or regulatory bodyauthority or agency (a "Governmental Entity"), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (the "Company Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (3ii), (iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and such violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a Company Material Adverse Effect or have a material adverse effect on the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial or otherwise) or prospects the Company to consummate the Transactions. Section 3.4 of EMKT the Company Disclosure Schedule sets forth a list of all third party consents and its Subsidiaries taken as a wholeapprovals required to be obtained in connection with this Agreement under the Company Agreements prior to the consummation of the Transactions.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required by or under, as applicable, and other applicable requirements of, the Exchange Act, and the rules and regulations promulgated thereunder (including filing with the SEC of a proxy statement relating to the approval by Parent's stockholders of the issuance of more than 20% of Parent's outstanding shares pursuant to this Agreement), the STB and the Texas Corporation Act, and except as set forth in Section 4.05 of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement by EMKT Parent and Top Team and Sub nor the consummation by EMKT Parent and Top Team Sub of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or By-Laws bylaws of EMKT or Top Team; Parent and Sub, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to have a material adverse effect on the giving Parent or prevent or materially delay the consummation of any notice to any governmental or regulatory bodythe Merger), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchiselease, permitcontract, agreement, lease agreement or other instrument or obligation to which EMKT Parent or Top Team Sub is a party or by which either of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to Parent or Sub or any of their properties or assets, except in the foregoing clauses case of clause (3iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, would breaches or defaults that could not be reasonably expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results Parent or prevent or materially delay the consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Merger.

Consents and Approvals; No Violations. The execution and None of the ------------------------------------- execution, delivery or performance of this Agreement by EMKT and Top Team and Parent or the Purchaser, the consummation by EMKT and Top Team Parent or the Purchaser of the Transactions Transactions, or compliance by Parent or the Purchaser with any of the provisions hereof will not: (1a) violate conflict with or result in any breach of any provision of the organizational documents of Parent or the Certificate of Incorporation or By-Laws Bylaws of EMKT the Purchaser, (b) violate, conflict with or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, provisions under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, agreementconcession, contract, lease or other instrument or obligation agreement to which EMKT Parent is a party (c) require any filing by Parent or Top Team the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act, the ECMR and comparable merger and notifications, laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC and The New York Stock Exchange, Inc. of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by law and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries, or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundassets, excluding from except in the foregoing clauses case of clause (3b), (c) and or (4d) filings, notices, permits, consents and approvals the absence of which, and such violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a impair in any material adverse effect on respect the businessability of each of Parent and the Purchaser to perform its obligations under this Agreement, propertiesas the case may be, assets, liabilities, operations, results or prevent or materially delay the consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeany the Transactions.

Consents and Approvals; No Violations. The execution (a) Assuming that the Company Shareholder Approval is obtained and that all consents, approvals, authorizations and permits described in Section 3.3(b) have been obtained and all filings and notifications described in Section 3.3(b) have been made and any waiting periods thereunder have terminated or expired, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Company Articles or the Company Bylaws or of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree the similar organizational documents of any court or Subsidiary of any governmental or regulatory bodythe Company, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict withof or loss of any benefit under, constitute (with or without due notice or lapse of time or both) a change of control or default (under, require the consent or approval of or the giving of notice to a Third Party pursuant to, or give rise to others any right of termination, vesting, amendment, cancellation or acceleration) acceleration or any right to purchase or right of first refusal with respect to any asset of the Company or any of the Company's Subsidiaries or impose on the Company or any of the Company's Subsidiaries any obligation to repurchase, repay, redeem or acquire or any similar right or obligation under, or result in the creation of a Lien on any lien, security interest, charge property or encumbrance upon asset of the Company or any of the properties or assets of EMKT or Top Team or any of their Company's Subsidiaries underpursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries assets is a party, bound or any Company Permit or (iii) conflict with or violate any Applicable Law applicable to the Company or any Subsidiary of the Company or by which they any property or their respective properties asset of the Company or assets may be boundany Subsidiary of the Company is bound or affected, excluding from except, in the foregoing case of clauses (3ii) and or (4) filingsiii), noticesfor any such conflicts, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens whichlosses of benefits, or other occurrences specified in clauses (ii) or (iii) which would not, individually or in the aggregate, would not (x) reasonably be expected to have a material adverse effect on Company Material Adverse Effect or (y) reasonably be expected to prevent or materially delay the business, properties, assets, liabilities, operations, results performance of operations, conditions (financial this Agreement by the Company or otherwise) or prospects materially impair the ability of EMKT and its Subsidiaries taken as a wholethe Company to take any action necessary to consummate the Merger.

Consents and Approvals; No Violations. The In the event (i) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), are made and any applicable waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act relating to the Proxy Statement and the Offer, the Securities Act and the various "blue sky laws" are met, (iii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the FBCA are properly made, (iv) any required approval by the Company's shareholders in connection with the consummation of the Merger is received, and (v) filings with the Nasdaq National Market are properly made, the execution and delivery of this Agreement by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1) violate any provision of the Certificate Articles of Incorporation or By-Laws of EMKT the Company or Top Teamthe comparable governing documents of any of its Subsidiaries, in each case, as amended; (2) violate any law, statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT the Company or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; (3) require on the part of the Company any filing with, or permit, consent or approval of, or the giving of any notice to to, any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance (each an "Encumbrance") upon any of the properties or assets of EMKT or Top Team the Company or any of their its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease lease, franchise agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they it or any of their respective properties or assets may be boundare bound except, excluding from in the foregoing case of clauses (2), (3) and (4) filingsabove, noticesfor any such filing, permitspermit, consents and approvals consent, approval, the absence of failure to obtain or make which, and violationsexcept for any breach, breaches, defaults, conflicts and liens violation or Encumbrance which, in the aggregate, would not have and would not be reasonably likely to have a material adverse effect Material Adverse Effect on the businessCompany or would not prevent or materially delay, propertiesand would not be reasonably likely to prevent or materially delay, assets, liabilities, operations, results the consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution and delivery of this Agreement and the Registration Rights Agreement by EMKT and Top Team ILDE and the consummation by EMKT and Top Team ILDE of the Transactions Transaction, do not and will not: not (1i) violate or conflict with the Organizational Documents of ILDE or any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; its Subsidiaries, (2ii) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority Law applicable to EMKT ILDE or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; , (3iii) other than a private placement report to be filed by ILDE and an approval by the TASE of the registration of the ILDE Ordinary Shares to be issued to the Company pursuant to this Agreement (the “TASE Approval”) require any filing with, or permit, consent or approval of, or the giving of any notice to to, any governmental or regulatory bodyGovernmental Entity, agency or authority; or (4iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) underacceleration of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of EMKT or Top Team ILDE or any of their its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT or Top Team ILDE or any of their its Subsidiaries is a party, or by which they ILDE or their respective properties or assets any of its Subsidiaries may be bound, excluding from in the foregoing case of clauses (3iii) and (4iv) filingsabove, noticesconflicts, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts rights of termination, cancellations, accelerations, increases, losses, creations and liens whichimpositions of Liens which would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholean ILDE Material Adverse Effect.

Consents and Approvals; No Violations. The Except for applicable requirements of the Securities Act, the Exchange Act, Antitrust Laws, the Communications Act, the filing and recordation of a certificate of merger, or a certificate of ownership and merger, as required by the NYBCL, any filings required by the Investment Canada Act, such filings and approvals as may be required under the "takeover" or "blue sky" Laws of various states, and as contemplated by this Agreement and the Ancillary Agreements, neither the execution and delivery of this Agreement or the Ancillary Agreements by EMKT and Top Team and Parent or Purchaser (to the extent it is a party thereto) nor the consummation by EMKT and Top Team Parent or Purchaser of the Transactions transactions contemplated hereby or thereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate charter or by-laws of Incorporation Parent or By-Laws of EMKT or Top Team; Purchaser, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require on the part of Parent or Purchaser any filing with, or the obtaining of any permit, authorization, consent or approval of, or the giving of any notice to any governmental or regulatory bodyauthority or any third party, agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) underpayment, or result in to the creation of any lien, security interest, charge a lien or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, encumbrance) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, other evidence of indebtedness, guarantee, license, franchise, permit, agreement, lease agreement or other contract, instrument or contractual obligation to which EMKT or Top Team Parent, Purchaser or any of their respective Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets Assets may be bound, excluding from the foregoing or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser, any of their Subsidiaries or any of their Assets, except for such requirements, defaults, rights or violations under clauses (3ii), (iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, above which would not in the aggregate, would not aggregate have a material adverse effect on the businessability of Parent or Purchaser to consummate the Offer and the Merger. SECTION 5.4. INFORMATION STATEMENT; SCHEDULE 14D-9. Neither the Offer Documents nor any other document filed or to be filed by or on behalf of Parent or Purchaser with the SEC or any other governmental entity in connection with the transactions contemplated by this Agreement contained when filed or will, propertiesat the respective times filed with the SEC or other governmental entity, assetscontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, liabilitiesin light of the circumstances under which they were made, operationsnot misleading; provided, results that the foregoing shall not apply to information supplied by or on behalf of operations, conditions (financial the Company specifically for inclusion or otherwise) or prospects of EMKT and its Subsidiaries taken incorporation by reference in any such document. The Offer Documents will comply as a whole.to form in all material respects with 15

Consents and Approvals; No Violations. The execution and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team Except as set forth on Section 3.4 of the Transactions will not: (1) violate any provision of the Certificate of Incorporation Seller Disclosure Schedule, no filing with or By-Laws of EMKT or Top Team; (2) violate any statutenotice to, ordinanceand no permit, ruleauthorization, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permitregistration, consent or approval of, any Governmental Entity is required on the part of Seller for the execution, delivery and performance by Seller of this Agreement or by Seller or any Affiliate thereof of the Ancillary Agreements to which it is a party or the giving consummation by Seller or any Affiliate thereof of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act or (b) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure of which to make or obtain would not reasonably be expected (x) to be, individually or in the aggregate, material to the Business and the Transferred Entities, taken as a whole or (y) to impair or materially delay the ability of Seller to carry out its obligations under, and to consummate the transaction contemplated by, this Agreement. Assuming compliance with the items listed on Section 3.4 of the Seller Disclosure Schedule and described in clauses (a) and (b) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Seller or the Ancillary Agreements by Seller or any applicable Affiliate thereof, nor the consummation by Seller or any Affiliate thereof of the transactions contemplated hereby or thereby, shall (i) conflict with or result in any breach, violation or infringement of any notice to provision of the Organizational Documents of Seller or any governmental or regulatory bodyTransferred Entity, agency or authority; or (4ii) result in a breach, violation or breach infringement of, conflict with, or constitute (with or without due notice or lapse of time or both) 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, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any noteBusiness Material Contract, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation (iii) violate any Law applicable to which EMKT or Top Team any Transferred Entity or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundassets, excluding from except, in the foregoing case of each of clauses (3ii) and (4) filingsiii), notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, as would not have a reasonably be expected (A) to be material adverse effect on to the businessBusiness and the Transferred Entities, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholewhole or (B) to impair or materially delay the ability of Seller to carry out its obligations under, and to consummate the transaction contemplated by, this Agreement.

Consents and Approvals; No Violations. The execution Except as set forth in Item 4.05 of the Company Letter, and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the filing with the SEC of the Schedule 14D-9 and a proxy statement relating to any required Company Stockholder Approval (the "Proxy Statement")), the Hart- Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the GBCC, the laws of other states in which the Company is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Amended and Restated Articles of Incorporation or By-Laws laws of EMKT the Company or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of the similar organizational documents of any court or of any governmental or regulatory bodyits subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any Federal, state or the giving of local government or any notice to any court, tribunal, administrative agency or commission or other governmental or other regulatory bodyauthority or agency, agency domestic, foreign or authority; supranational (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the Company or prevent or materially delay the consummation of the Offer and/or the Merger), (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the foregoing Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (3iii) and or (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults that would not have a material adverse effect on the business, properties, assets, liabilities, operations, results Company or prevent or materially delay the consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Offer and/or the Merger.

Consents and Approvals; No Violations. The Except as set forth on Section 5.4 of the Caesars Disclosure Schedule, no Consent from any Governmental Entity is required to be made or obtained by Parent or any Seller in connection with the execution, delivery and performance by it of its obligations under this Agreement and the other Ancillary Agreements to which it is or will be a party, or the consummation by it of the transactions contemplated hereby and thereby, except for such Consents as may be required under the Laws of any jurisdiction in which any Seller conducts any business or owns any assets, the failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to result in any Company Party or its Subsidiaries incurring a material Liability or any Company Party or its Subsidiaries being unable to conduct its respective businesses in substantially the same manner as such business is presently conducted. Neither the execution and delivery of this Agreement or the Ancillary Agreements by EMKT and Top Team and Parent or any Seller nor the performance by Parent or any Seller of its obligations nor the consummation by EMKT and Top Team of the Transactions transactions contemplated hereby or thereby will not: (1a) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statuteviolate, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval result in a breach of, or the giving of any notice to any governmental or regulatory bodyconstitute a default under their respective Governing Documents, agency or authority; or (4b) violate, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or result in the loss of a material benefit) under, or result in the creation of require any lien, security interest, charge consent or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries waiver under, any of the material terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation material Contract to which EMKT or Top Team Parent or any of their Subsidiaries Seller is a party, or by which they or their respective properties or assets may be bound, excluding from the foregoing clauses (3c) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, result in the aggregate, would not have a material adverse effect creation of any Lien on any of the business, properties, assets, liabilities, operations, results of operations, conditions Purchased Interests (financial or otherwiseother than Permitted Liens) or prospects (d) violate or infringe in any material respect any Law or Order applicable to Parent or any Seller or any of EMKT and its Subsidiaries taken as a wholethe Purchased Interests.

Consents and Approvals; No Violations. The execution Except for (a) filings pursuant to the HSR Act and any required filings or notifications under any foreign antitrust, competition or investment Laws, (b) applicable requirements of and filings with the SEC under the Exchange Act, (c) filings with the New York Stock Exchange, (d) the filing of the Certificate of Merger and (e) applicable requirements under corporation or “blue sky” laws of various states, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or equivalent organizational documents) of EMKT the Company or Top Team; any of its Subsidiaries, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from (iii) violate any Law applicable to the foregoing Company, any of its Subsidiaries or any of their properties or assets or (iv) require on the part of the Company any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency or self regulatory organization (a “Governmental Entity”); except in the case of clauses (3ii), (iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for such violations, breaches, defaults, conflicts and liens whichterminations, cancellations or accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain (A) would not, individually or in the aggregate, would not have a material adverse effect on the businessCompany Material Adverse Effect, properties, assets, liabilities, operations, results of operations, conditions or (financial B) would occur or otherwise) or prospects of EMKT and its Subsidiaries taken be required as a wholeresult of the business or activities in which Parent or Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Parent or Sub.

Consents and Approvals; No Violations. The execution Except as set forth in Section 3.6 of the Company Disclosure Schedule and delivery except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (a) the Exchange Act, (b) state securities laws ("Blue Sky Laws") or take-over laws, (c) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by EMKT and Top Team 1976, as amended (the "HSR Act"), or (d) state insurance or mortgage brokerage laws or regulations and the consummation by EMKT filing and Top Team recordation and acceptance for record of the Transactions will not: (1) violate any provision of Merger Certificate as required by the Certificate of Incorporation DGCL, no filing with or By-Laws of EMKT notice to, and no permit, authorization, consent or Top Team; (2) violate any statuteapproval of, ordinance, rule, regulation, order or decree of any court or of any tribunal, or administrative governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution and delivery by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any notice to provision of the respective Certificate of Incorporation or Bylaws (or similar governing documents) of the Company or any governmental or regulatory bodyof its subsidiaries, agency or authority; or (4ii) except as set forth in Section 3.6 of the Company Disclosure Schedule result in a violation or breach of, conflict with, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their Subsidiaries its subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iii) except as set forth in Section 3.6 of the Company Disclosure Schedule or in this Section 3.6 violate any order, excluding from writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses Company or any of its subsidiaries or any of their respective properties or assets except, in the case of (3ii) and or (4) filingsiii), notices, permits, consents and approvals the absence of which, and for violations, breaches, defaultsdefaults or rights of termination, conflicts and liens whichamendment, in the aggregate, cancellation or acceleration or Liens which would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Violations. The execution No filing with or notice to, and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, no consent or approval of, any Governmental Entity is required on the part of Seller or any member of the Seller Group for the execution, delivery and performance by Seller of this Agreement or any Final Ancillary Document to which Seller or such member of the Seller Group is a party or the giving consummation by Seller and its Affiliates of the transactions contemplated hereby or thereby, except: (a) compliance with any applicable requirements of the HSR Act, (b) the consent and approval of the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act (the “FPA”) or Section 205 of the FPA, as applicable, (c) pre-approvals of license transfers with the Federal Communications Commission (the “FCC Pre-Approvals”), (d) the authorizations or approvals listed on Section ‎3.4 of the Seller Disclosure Letter or (e) any permit, declaration, filing, authorization, registration, consent or approval, the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Assuming compliance with the items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Seller of this Agreement or any Final Ancillary Document to which Seller or any member of the Seller Group is a party, nor the consummation by Seller of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach or violation of any notice to any governmental provision of its Organizational Documents or regulatory bodythe Organizational Documents of the Company, agency or authority; or (4ii) result in a breach or violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Encumbrance, except for Permitted Encumbrances, or any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease Contract or other instrument any Permit of the Company or obligation (iii) violate any Law applicable to which EMKT or Top Team the Company or any of their Subsidiaries is a party, or by which they or their respective its properties or assets may be boundassets, excluding from except, in the foregoing case of clauses (3ii) and or (4) filingsiii), noticesfor breaches, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens whichEncumbrances or rights of termination, amendment, cancellation or acceleration that would not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The Except as set forth in Section 3.1(e) of the Disclosure Schedule, the execution and delivery by the Company of this Agreement by EMKT and Top Team do not, and the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby and compliance by the Company with the provisions hereof will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute or result in any violation of, or default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any obligation or the loss of a benefit under, or result in the creation of any lien, security interest, charge Lien upon or encumbrance upon right of first refusal with respect to any of the properties or assets of EMKT or Top Team the Company or any of their Subsidiaries its subsidiaries under, (i) any provision of the certificate of incorporation, by-laws or comparable organization documents of the Company or any of the termsits Significant Subsidiaries, conditions (ii) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, licenselease or other agreement (other than, franchisewith respect to termination, agreements terminable without material penalty either at will or upon 90 days' or less notice by the terminating party), obligation, instrument, permit, agreementconcession, lease franchise or other instrument license applicable to the Company or obligation any of its Significant Subsidiaries or (iii) assuming all the consents, filings and registrations referred to which EMKT in the next sentence are obtained and made, any judgment, order, decree, statute, law, ordinance, rule or Top Team regulation applicable to the Company or any of its Significant Subsidiaries or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundassets, excluding from other than, in the foregoing clauses case of clause (3ii) and or (4) filingsiii), notices, permits, consents and approvals the absence of which, and any such violations, breaches, defaults, conflicts and liens whichrights, losses or liens, that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Material Adverse Effect. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state) or foreign court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to 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 (i) the filing with the Securities and Exchange Commission (the "SEC") of (1) a proxy statement in definitive form relating to the Shareholders' Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and (2) such other filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and the obtaining from the SEC of such orders as may be required in connection therewith, (ii) applicable filings, if any, pursuant to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (xxx) such filings with, and orders of, the Federal Communications Commission (the "FCC") as may be required under the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Communications Act") (iv) 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, properties(v) such filings and consents as may be required under any environmental, assetshealth or safety law or regulation pertaining to any notification, liabilitiesdisclosure or required approval triggered by the Merger or the other transactions contemplated by this Agreement, operations(vi) such filings as may be required in connection with statutory provisions and regulations relating to real property transfer gains taxes and real property transfer taxes, results and (vii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of operationswhich to be obtained or made would not, conditions (financial individually or otherwise) in the aggregate, reasonably be expected to have a Material Adverse Effect or prospects prevent or materially delay the ability of EMKT and its Subsidiaries taken as a wholethe Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The Assuming (a) the filings required under the Antitrust Laws are made and the applicable waiting periods thereunder have been terminated or have expired, (b) the requirements of the Exchange Act relating to the Offer and the Proxy Statement, if any, are met, (c) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made and (d) approval of this Agreement and the Merger by the stockholders of the Company, if required by the DGCL, is received, the execution and delivery of this Agreement by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions will transactions contemplated hereby shall not: (1i) violate or conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of EMKT or Top Teamany of its Subsidiaries; (2ii) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority Law applicable to EMKT the Company or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; (3iii) except as set forth on Schedule 4.4 of the Company Disclosure Letter, require any filing with, or permitPermit, consent or approval of, or the giving of any notice to to, any governmental or regulatory body, agency or authorityGovernmental Entity; or (4iv) except as set forth on Schedule 4.4 of the Company Disclosure Letter, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or acceleration) underacceleration or any right which becomes effective upon the occurrence of a merger, consolidation, or change of control under), result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of EMKT or Top Team the Company or any of their its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permitPermit, agreement, lease contract, arrangement, lease, franchise agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they any such Person or their respective any of its properties or assets may be are bound, excluding from the foregoing clauses (3) and (4) filingsother than any such breaches, notices, permits, consents and approvals the absence of which, and violations, breachesconflicts, defaults, conflicts and liens whichobligations, rights of termination, cancellations, accelerations or losses that are immaterial in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholenature.

Consents and Approvals; No Violations. The execution and delivery by each of Parent and Sub of this Agreement by EMKT and Top Team do not, and the consummation by EMKT Parent and Top Team Sub of the Transactions transactions contemplated hereby and compliance by Parent and Sub with the provisions hereof will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute or result in any violation of, or default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellation or acceleration) acceleration of any obligation or the loss of a benefit under, or result in the creation of any lien, security interest, charge Lien upon or encumbrance upon right of first refusal with respect to any of the properties or assets of EMKT either Parent or Top Team or any of their Subsidiaries Sub under, (i) any provision of the termscertificate of incorporation or by-laws of Parent or Sub, conditions (ii) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, licenselease or other agreement, franchiseobligation, instrument, permit, agreementconcession, lease franchise or other instrument license applicable to Parent or obligation Sub or (iii) assuming all the consents, filings and registrations referred to which EMKT in the next sentence are obtained and made, any judgment, order, decree, statute, law, ordinance, rule or Top Team regulation applicable to Parent or Sub (or any of their Subsidiaries is a party, affiliates) or by which they or their respective any of its properties or assets may be boundassets, excluding from other than, in the foregoing clauses case of clause (3ii) and or (4) filingsiii), notices, permits, consents and approvals the absence of which, and any such violations, breaches, defaults, conflicts and liens whichrights, losses or liens, that, individually or in the aggregate, would not have reasonably be expected to prevent or result in a material adverse effect on delay of the businessconsummation of the transactions contemplated hereby. No filing or registration with, propertiesor authorization, assetsconsent or approval of, liabilitiesany Governmental Entity is required by or with respect to Parent or Sub (or any of their affiliates) 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, operationsexcept (i) applicable filings, results if any, pursuant to the HSR Act, (ii) such filings with, and orders of, the FCC as may be required under the Communications Act, (iii) the filing of operationsthe Certificate of Merger with the Secretary of State of the State of Delaware, conditions (financial iv) such filings as may be required with Governmental Entities to satisfy the applicable requirements of state securities or otherwise"blue sky" laws, (v) such filings as may be required in connection with statutory provisions and regulations relating to real property transfer gains taxes and real property transfer taxes, and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or prospects made would not, individually or in the aggregate, reasonably be expected to prevent or result in a material delay of EMKT and its Subsidiaries taken as a wholethe consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. The Assuming any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), applicable to the sale of Assets to Company are made and any applicable waiting period thereunder has been terminated or has expired, the execution and delivery of this Agreement by EMKT Echelon and Top Team its Subsidiaries and the consummation by EMKT Echelon and Top Team its Subsidiaries of the Transactions transactions contemplated hereby will not: (1a) violate any provision of the Certificate Amended and Restated Articles of Incorporation or By-Laws of EMKT Echelon or Top Teamthe comparable governing documents of any Subsidiary, in each case, as amended; (2b) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT Echelon or Top Team any Subsidiary or by which either any of their respective properties or assets the Assets may be bound; (3c) except as set forth on Schedule IV, require any filing with, or permit, consent or approval of, or the giving of any notice to to, any governmental or regulatory body, agency or authority; or (4d) except as set forth on Schedule IV, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment, purchase, sale or acceleration) under, or result in the creation of any lien, security interest, charge mortgage, charge, claim or encumbrance (each, an "Encumbrance") upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries Assets under, any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease lease, franchise agreement or other instrument or obligation to which EMKT or Top Team Echelon or any of their Subsidiaries Subsidiary is a party, or by which they it or any of their respective properties or assets may be Assets are bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The Except for any applicable requirements of the Exchange Act, the Securities Act of 1933, as amended, and all rules and regulations thereunder (the "SECURITIES ACT"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), the filing and recordation of articles of merger as required by the IBCL, filing with and approval of the any national securities exchange (including NASDAQ) on which the Shares are listed and traded and the SEC with respect to the delisting and deregistering of the Shares, and such filings and approvals as may be required under the "takeover" or "blue sky" Laws of various states, neither the execution and delivery of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate articles or certificate of Incorporation incorporation or Byby-Laws laws of EMKT the Company or Top Team; any of its Subsidiaries, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require on the part of the Company or any of its Subsidiaries any filing with, or the obtaining of any permit, authorization, consent or approval of, or the giving of any notice to any governmental or regulatory bodyauthority or any third party, agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) underpayment, or result in to the creation of any lien, security interest, charge a lien or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, encumbrance) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, other evidence of indebtedness, guarantee, license, franchise, permit, agreement, lease agreement or other contract, instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their assets, except for such of the foregoing in clauses (3ii), (iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, above that are set forth on Schedule 4.4 or which could not in the aggregate, would not aggregate have or constitute a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the GBCC, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by EMKT Parent and Top Team and Sub nor the consummation by EMKT Parent and Top Team Sub of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate respective certificate of Incorporation incorporation or Byby-Laws laws of EMKT or Top Team; Parent and Sub, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the giving consummation of any notice to any governmental or regulatory bodythe Offer and/or the Merger), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchiselease, permitcontract, agreement, lease agreement or other instrument or obligation to which EMKT Parent or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its subsidiaries or any of their properties or assets, except in the foregoing case of clauses (3iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on be reasonably expected to prevent or materially delay the business, properties, assets, liabilities, operations, results consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Offer and/or the Merger.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the Antitrust Laws are made and the applicable waiting periods thereunder have been terminated or have expired, (ii) the requirements of the Exchange Act relating to the Offer and the Proxy Statement, if any, are met, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, and (iv) approval of the Merger and this Agreement by the stockholders of the Company, if required by the DGCL, is received, the execution and delivery of this Agreement and the Shareholders Agreement by EMKT Buyer and Top Team Acquisition and the consummation by EMKT Buyer and Top Team Acquisition of the Transactions will not: transactions contemplated hereby and thereby shall not (1A) violate or conflict with any provision of the Certificate of Incorporation or By-Laws laws of EMKT Buyer or Top Team; Acquisition, (2B) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority Law applicable to EMKT Buyer or Top Team Acquisition or by which either of their respective properties or assets may be bound; , (3C) require any filing with, or permit, consent or approval of, Permit from, or the giving of any notice to to, any governmental or regulatory body, agency or authority; Governmental Entity or (4D) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation or acceleration) acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under), or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of EMKT Buyer or Top Team Acquisition under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of their Subsidiaries a merger, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permitPermit, agreement, contract, arrangement, lease or other instrument or obligation to which EMKT Buyer or Top Team or any of their Subsidiaries Acquisition is a party, or by which they any such Person or their respective any of its properties or assets may be bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The (a) Neither the execution and delivery of this Agreement nor the performance by EMKT and Top Team and the consummation by EMKT and Top Team either Buyer or Newco of the Transactions its obligations hereunder will not: (1i) violate conflict with or result in a violation or breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws (or other governing or organizational documents) of EMKT either Buyer or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; Newco or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation or to loss of a material benefit) under, or result in the creation of any lien, security interest, charge or encumbrance Lien (as defined in Section 3.5(b)) upon any of the properties or assets of EMKT Buyer or Top Team Newco or any of their Buyer's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, franchise, permit, agreement, lease or other agreement or similar instrument or obligation to which EMKT Buyer or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Buyer or any of its Subsidiaries is subject, excluding from the foregoing clauses (3ii) and (4iii) filingssuch requirements, notices, permits, consents and approvals the absence of which, and violationsdefaults, breaches, defaults, conflicts and liens whichrights or violations (A) that would not, in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions Material Adverse Effect or (financial or otherwiseB) or prospects of EMKT and its Subsidiaries taken that become applicable as a wholeresult of any acts or omissions by, or facts pertaining to, the Company.

Consents and Approvals; No Violations. The execution No filing with or notice to, and delivery of this Agreement by EMKT and Top Team and the consummation by EMKT and Top Team of the Transactions will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statuteno permit, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permitauthorization, consent or approval of, any court or the giving of tribunal or any notice to any federal, state, county or local administrative, governmental or regulatory body, agency agency, authority (including a self-regulated authority), instrumentality, commission, board or authority; body (a "Governmental Entity") is required on the part of the Company or any of its Subsidiaries for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the Merger, except (a) in connection with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (b) pursuant to the applicable requirements of the Exchange Act and the SEC's rules and regulations promulgated thereunder, (c) the filing and recordation of the Certificate of Merger pursuant to the GBCC or (4d) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Company Material Adverse Effect. Except as disclosed in Section 3.6 of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Merger will (i) conflict with or result in any breach of any provision of the respective Certificate or Articles of Incorporation or Bylaws (or similar governing documents) of the Company or of any its Subsidiaries, (ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) underor require any consent pursuant to, or result in the creation of any lien, security interest, charge or encumbrance upon Lien on any asset of the properties Company or assets of EMKT or Top Team or any of their its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be boundbound or (iii) violate any order, excluding from writ, injunction, decree, law, statute, rule or regulation applicable to the foregoing clauses Company or any of its Subsidiaries or any of their respective properties or assets, except in the case of (3ii) and or (4iii) filings, notices, permits, consents and approvals the absence of which, and for any such violations, breaches, defaultsdefaults (or rights of termination, conflicts and liens whichamendment, cancellation or acceleration), Liens or failures to obtain consents which would not, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The (a) Neither the execution and delivery of this Agreement nor the performance by EMKT Nortek and Top Team and Nortek Holdings of their respective obligations hereunder nor the consummation by EMKT Nortek and Top Team Nortek Holdings of the Transactions will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation or Bythe by-Laws laws of EMKT the Company or Top Teamany Subsidiary thereof; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) underacceleration or obligation to repurchase, repay, redeem or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team acquire or any of their Subsidiaries under, similar right or obligation) under any of the terms, conditions or provisions of any Material Contract (as defined herein) or any note, bond, mortgage, indentureletter of credit, other evidence of indebtedness, guarantee, license, franchiselease, permit, agreement, lease contract or other agreement or similar instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (collectively, the "Company Contracts") or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity (as hereinafter defined) to which the Company or any of its Subsidiaries is subject, excluding from the foregoing clauses (3ii) and (4iii) filingssuch requirements, notices, permits, consents and approvals the absence of which, and violationsdefaults, breaches, defaults, conflicts and liens whichrights or violations that would not, in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) the requirements of the Exchange Act relating to the Proxy Statement and the Offer are met, and (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the laws of the State of Delaware, the execution and delivery of this Agreement by EMKT Parent and Top Team Sub and the consummation by EMKT Parent and Top Team Sub of the Transactions transactions contemplated hereby will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT either Parent or Top TeamSub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT Parent or Top Team Sub or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team the Parent, Sub or any of their Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which EMKT Parent or Top Team Sub or any of their Subsidiaries subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from bound except for in the foregoing case of clauses (3) and (4) filingsabove for such filing, noticespermit, permitsconsent, consents and approvals the absence of whichapproval or violation, and violations, breaches, defaults, conflicts and liens which, in the aggregate, which would not have a material adverse effect on prevent or materially delay consummation of the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholetransactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except as -------------------------------------- set forth in Item 4.05 of the Company Letter, and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the filing with the SEC of the Schedule 14D-9 and a proxy statement relating to any required Company Stockholder Approval (the "Proxy Statement")), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), the DGCL, the laws of other states in which the Company is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws laws of EMKT the Company or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of the similar organizational documents of any court or of any governmental or regulatory bodyits Significant Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any Federal, state or the giving of local government or any notice to any court, tribunal, administrative agency or commission or other governmental or other regulatory bodyauthority or agency, agency domestic, foreign or authority; supranational (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the Company or prevent or materially delay the consummation of the Offer and/or the Merger), (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound or (iv) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the foregoing Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (3iii) and or (4iv) filings, notices, permits, consents and approvals the absence of which, and for violations, breaches, defaults, conflicts and liens which, in the aggregate, breaches or defaults that would not have a material adverse effect on the business, properties, assets, liabilities, operations, results Company or prevent or materially delay the consummation of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Offer and/or the Merger.

Consents and Approvals; No Violations. The execution and None of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by EMKT and Top Team the Company of the Transactions Merger or any other Transaction or compliance by the Company with any of the provisions of this Agreement will not: (1a) violate conflict with or result in any breach of any provision of the Certificate of Incorporation Company Governing Documents or By-Laws of EMKT the comparable organizational or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree governing documents of any court or of any governmental or regulatory bodySignificant Subsidiary, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any material registration, declaration or filing by the Company or any Significant Subsidiary with, or the obtaining of any material permit, consent authorization, consent, waiver, order, authorization or approval of, any government, court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (including any non-governmental self-regulatory authority or agency) or any subdivision thereof, agency whether foreign, federal, state, local or authority; supernational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL in connection with the Merger, (iii) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement, the Offer and the Merger or (4v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement, the Offer and the Merger), (c) result in a modification, violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries acceleration under, any of the terms, conditions or provisions of any noteCompany Agreement, bondor (d) violate any material order, mortgagewrit, indentureinjunction, license, franchise, permit, agreement, lease decree or other instrument Law applicable to the Company or obligation to which EMKT or Top Team any Company Subsidiary or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundassets, excluding from the foregoing except in each of clauses (3b), (c) and or (4d) filings, notices, where (i) any failure to obtain such permits, authorizations, consents and approvals the absence of whichor approvals, and (ii) any failure to make such filings or (iii) any such modifications, violations, rights, breaches, loss of benefits or defaults, conflicts have not had and liens whichwould not reasonably be expected to have, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The Assuming that the Company Stockholder Approval is received, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions Transaction, do not and will not: not (1i) violate any provision or conflict with the Organizational Documents of the Certificate Company or any of Incorporation or By-Laws of EMKT or Top Team; its Subsidiaries, (2ii) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority Law applicable to EMKT the Company or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; , (3iii) require any filing with, or permitPermit, consent or approval of, or the giving of any notice to, any Governmental Entity, except for (A) the Proxy Statement, (B) any Other Filing, (C) any other filing, Permit, consent, approval or notice provided for in the Registration Rights Agreement, (D) filings required by ILDE as a stockholder of the Company and (E) any required approval of or notice to any governmental or regulatory bodythe NYSE Amex, agency or authority; or (4iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) underacceleration of, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of EMKT or Top Team the Company or any of their its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they the Company or their respective properties or assets any of its Subsidiaries may be bound, excluding from in the foregoing case of clauses (3iii) and (4iv) filingsabove, noticesconflicts, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts rights of termination, cancellations, accelerations, increases, losses, creations and liens whichimpositions of Liens which would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The Assuming (i) the filings required under the Antitrust Laws are made and the applicable waiting periods thereunder have been terminated or have expired with respect to the transactions contemplated hereby as set forth on Schedule 4.4 of the Company Disclosure Letter, (ii) the requirements of the Exchange Act relating to the Proxy Statement, if any, and the Offer are met, (iii) the filing of the Certificates of Merger and other appropriate merger documents, if any, as required by the MGCL and the DGCL are made and (iv) approval of the Merger and this Agreement by the stockholders of the Company, if required by the DGCL and the MGCL, is received, the execution and delivery of this Agreement by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions will not: transactions contemplated hereby and thereby shall not (1w) violate or conflict with any provision of the Certificate Company's Charter or the Company's Bylaws or the comparable governing documents of Incorporation or By-Laws any of EMKT or Top Team; its Subsidiaries, (2x) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority Governmental Entity applicable to EMKT the Company or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; , (3y) except as set forth on Schedule 4.4 of the Company Disclosure Letter, require any filing with, or permitPermit, consent or approval of, or the giving of any notice to to, any governmental or regulatory body, agency or authority; Governmental Entity or (4z) except as set forth on Schedule 4.4 of the Company Disclosure Letter, result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or acceleration) underacceleration or any right which becomes effective upon the occurrence of a merger, consolidation, or change of control under), result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of EMKT or Top Team the Company or any of their its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permitPermit, agreement, lease contract, arrangement, lease, franchise agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they any such Person or their respective any of its properties or assets may be are bound, excluding from other than in the foregoing case of clauses (3y) and (4) filingsz), noticesany such violation, permitsbreach, consents conflict, default, right of termination, cancellation, payment, acceleration, other right or failure to make any filing or obtaining any Permit, consent or approval of, or give notice to, any Governmental Entity that has not had, does not have and approvals the absence of whichwould not reasonably be expected to have, and violations, breaches, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany.

Consents and Approvals; No Violations. The execution and None of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company, the consummation by EMKT and Top Team the Company of the Transactions Merger or any other Transaction or compliance by the Company with any of the provisions of this Agreement will not: (1a) violate assuming the Shareholder Approval is obtained, conflict with or result in any breach of any provision of the Certificate of Incorporation Company Governing Documents or By-Laws of EMKT the comparable organizational or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree governing documents of any court or of any governmental or regulatory bodyits Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3b) require any filing by the Company or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity, except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act, (ii) the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act, (iii) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger, including the joining of the Company in the filing of the Schedule 13E-3, which shall incorporate by reference the proxy statement relating to the authorization and approval of this Agreement, the Plan of Merger and the Transactions by the shareholders of the Company and a notice convening the Shareholders’ Meeting in accordance with the Company Governing Documents (including any amendment or supplement thereto, the “Proxy Statement”), and the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3, (iv) such filings as may be required under the rules and regulations of Nasdaq in connection with this Agreement or the giving of Merger and (v) such filings as may be required in connection with state and local transfer Taxes, (c) require any notice to consent or waiver by any governmental or regulatory bodyPerson under, agency or authority; or (4) result in a modification, violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, (d) result in the creation or by which they imposition of any Lien on any asset of the Company or any of its Subsidiaries, except for any Permitted Liens, or (e) violate any Order or Law applicable to the Company, any Subsidiary of the Company, or any of their respective properties properties, assets or assets may be bound, excluding from the foregoing operations; except in each of clauses (3b), (c), (d) and (4e) where (x) any failure to obtain such permits, authorizations, consents, waivers or approvals, (y) any failure to make such filings, noticesor (z) any such modifications, permits, consents and approvals the absence of which, and violations, breachesrights, impositions, breaches or defaults, conflicts and liens which, individually or in the aggregate, has not had and would not have reasonably be expected to have, a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Violations. The execution Except as set forth in Section 3.4 of the Company Disclosure Statement and delivery for all filings, permits, authorizations, consents and approvals as may be required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws, and for the approval of this Agreement by EMKT the Company's stockholders and Top Team the filing and recordation of this Agreement or the Certificate of Merger as required by the DGCL, neither the execution, delivery or performance of this Agreement nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will not: (1i) violate result in any breach or violation of any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws or similar organizational documents of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any United States or the giving of any notice to any foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, body, commission or agency (a "Governmental Entity"), except where the failure to obtain such permits, authorizations, consents or authority; approvals or to make such filings would not have a Material Adverse Effect with respect to the Company, (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) under, or result increase in the creation rate of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries ) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from bound (a "Company Agreement") or result in the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals creation of a Lien upon any of the absence properties or assets of which, and the Company or any of its subsidiaries for violations, breaches, defaults, conflicts and liens whichor rights of termination, amendment, cancellation or acceleration or Liens, which would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Material Adverse Effect with respect to the businessCompany or (iv) violate any order, propertieswrit, injunction, judgment, decree, statute, rule, regulation or law ("Law") applicable to the Company, any of its subsidiaries or any of their properties or assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and delivery approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Hart Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and the filing and recordation of this Agreement by EMKT and Top Team and officers' certificates of each constituent corporation with the consummation by EMKT and Top Team Secretary of State of the Transactions will not: (1) violate any provision State of California as required by the Certificate of Incorporation CGCL, no filing with or By-Laws of EMKT notice to, and no permit, authorization, consent or Top Team; (2) violate any statuteapproval of, ordinanceor order of, rule, regulation, order or decree of any court or of any tribunal or administrative, governmental or regulatory body, agency or authority applicable to EMKT or Top Team or (a "Governmental Entity") is necessary for the execution and delivery by which either the Company of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, this Agreement or the giving consummation by the Company of the transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have a Company Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (a) conflict with or result in any breach of any notice to provision of the Articles of Incorporation or Bylaws (or similar governing documents) of the Company or any governmental or regulatory bodyof its Subsidiaries, agency or authority; or (4b) except as set forth on Schedule 3.6 of the Disclosure Schedule, result in a violation or breach of, conflict withor cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound, excluding from or (c) violate any order, writ, injunction, decree, law, statute, rule or regulation of any court, or any governmental agency or body having jurisdiction over the foregoing clauses Company or any of its Subsidiaries or any of their respective properties or assets, except in the case of (3b) and or (4c) filings, notices, permits, consents and approvals the absence of which, and for violations, breachesbreaches or defaults which would not have, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany Material Adverse Effect.

Consents and Approvals; No Violations. The execution Except for the notices, filings and consents set forth in Section 3.4 of the Company Disclosure Schedule (including, if applicable, such notices, filings and consents applicable to the Company and its subsidiaries as may be required under any environmental, health or safety law or regulation, under federal and state laws, rules and regulations applicable to health care providers reimbursed under the federal Medicare and state Medicaid programs, under any certificate of need law or regulation, or under any state licensure law or regulation) and the filings, permits, orders, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"), state securities or blue sky laws, and the DGCL, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate of Incorporation or the By-Laws laws or similar organizational documents of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court the Company or of any governmental or regulatory bodyof its subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any notice to, filing with, or permit, order, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (a "GOVERNMENTAL ENTITY"), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgagexxxx- gage, indenture, lease, Medicare or Medicaid provider agreement, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (collectively, the "COMPANY AGREEMENTS") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its subsidiaries or any of their properties or assets, excluding from the foregoing clauses (3ii), (iii) and (4iv) filings, notices, permits, consents and approvals the absence of which, and such violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT Company and its Subsidiaries subsidiaries, taken as a whole. Section 3.4 of the Company Disclosure Schedule sets forth a list of any notices, filings, consents and approvals required to be obtained under the Company Agreements in connection with this Agreement prior to the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except as set forth in Schedule 3.4 of the Company Disclosure Schedules and for such filings, permits, authorizations, consents and approvals as are contemplated by this Agreement or may be required under, and other applicable requirements of, the Exchange Act and the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), none of the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company, the consummation by EMKT and Top Team the Company of the Transactions or compliance by the Company with any of the provisions hereof will not: (1i) violate conflict with or result in any breach of any provision of the Certificate Articles of Incorporation or Incorporation, the By-Laws or similar organizational documents of EMKT the Company or Top Team; any of its Subsidiaries, state securities laws or blue sky laws and the KGCC, (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or the giving of any notice to any commission or other governmental or other regulatory bodyauthority or agency (a "Governmental Entity"), agency or authority; or (4iii) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchisecontract, permit, agreement, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be boundbound (collectively, excluding from the foregoing clauses "Company Agreements") or (3iv) and violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, except in the case of clause (4ii), (iii) or (iv) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, notices, permits, consents and approvals the absence of which, and or where such violations, breachesbreaches or defaults which would not, defaults, conflicts and liens which, individually or in the aggregate, would not have a material adverse effect on Company Material Adverse Effect. Schedule 3.4 of the business, properties, assets, liabilities, operations, results Company Disclosure Schedules sets forth a list of operations, conditions (financial or otherwise) or prospects all third party consents and approvals required to be obtained in connection with this Agreement under the Company Agreements prior to the consummation of EMKT and its Subsidiaries taken as a wholethe transactions contemplated by this Agreement.

Consents and Approvals; No Violations. The execution Except as disclosed in Section 3.4 of the Company Disclosure Schedule and except, with respect to paragraphs (iv) and (v) hereof, for (a) filings pursuant to the Hart-Scott-Rodino Antitrxxx Xxxxxxxxxxxx Act of 1976, as amended (the "HSR Act"), and other applicable antitrust or competition laws, (b) applicable requirements under the Exchange Act, (c) the filing of the Certificate of Merger, (d) applicable requirements under "takeover" or "blue sky" laws of various states, and (e) matters specifically described in this Agreement, neither the execution, delivery or performance of this Agreement by EMKT and Top Team and the Company nor the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws laws of EMKT the Company or Top Team; (2) violate any statute, ordinance, rule, regulation, order the charter or decree by-laws of any court or of any governmental or regulatory bodyits Subsidiaries, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4ii) result in a violation or breach of, conflict with, or result in any loss of benefit or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, acceleration or accelerationmodification) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchise, permit, agreementcontract, lease agreement or other instrument or obligation to which EMKT the Company or Top Team any of its Subsidiaries is a party or by which any of them or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from (iii) violate or conflict with any order, writ, judgment, injunction or decree binding upon or applicable to the foregoing Company, any of its Subsidiaries or any of their properties or assets, (iv) violate or conflict with any law, statute, rule or regulation binding upon or applicable to the Company, any of its Subsidiaries or any of their properties or assets, (v) require on the part of the Company or any of its Subsidiaries any action by or in respect of any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a "Governmental Entity") or (vi) result in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries, except in the case of clauses (3ii), (iv), (v) and or (4vi) for such violations, breaches or defaults which, or filings, noticesregistrations, permitsnotifications, authorizations, consents and or approvals the absence failure of which, and violations, breaches, defaults, conflicts and liens which, in the aggregatewhich to obtain, would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect or would not materially adversely affect the business, properties, assets, liabilities, operations, results ability of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholethe Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for (i) the matters set forth in Section 4.3(i), (ii), and (iii) hereof; (ii) the mailing of the Information Statement to Parent’s shareholders; (iii) such filings as are required to be made with the SEC in connection with this Agreement under the Exchange Act; and (iv) such filings as may be made with the SEC and other Governmental Authorities under applicable securities laws in connection with this Agreement or the Registration Rights Agreement, no filing with, and no Permit or Consent of any Governmental Authority or any other Person is necessary to be obtained, made or given by any Buying Party in connection with the execution and delivery by the Buying Parties of this Agreement and any Ancillary Agreement to which any Buying Party is a party, the performance by the Buying Parties of their obligations hereunder and thereunder and the consummation by the Buying Parties of the Transactions. The execution and delivery of this Agreement by EMKT each of the Buying Parties and Top Team the execution and delivery by such Buying Party of each Ancillary Agreement to which such Buying Party is or is proposed to be, a party, the consummation by EMKT and Top Team the Buying Parties of the Transactions transactions contemplated hereby and thereby, and the compliance by the Buying Parties with any of the provisions hereof or thereof will not: not (1a) violate conflict with or result in any breach of any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of EMKT or Top Team; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, Parent or the giving organizational documents of any notice to any governmental or regulatory bodyMerger Sub, agency or authority; or (4b) result in a violation or breach of, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or accelerationacceleration or loss of material benefits) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation Contract to which EMKT Parent or Top Team Merger Sub is a party or otherwise may be subject to or bound or result in the creation of any Lien (other than Permitted Liens) on any of the assets or properties of Parent or Merger Sub, or (c) violate any Permit or Law applicable to Parent or Merger Sub or to which Parent or Merger Sub or any of their Subsidiaries is a party, its assets or by which they or their respective properties or assets may be subject to or bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, except in the aggregatecase of (b) or (c), any violation, breach or default which would not have or would not reasonably be expected to have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeParent.

Consents and Approvals; No Violations. The Assuming (i) compliance with any applicable requirements under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) compliance with any requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") and any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") relating to the Proxy Statement and registration of the Holders Stock to be issued to the Vistagreen Group are met, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by DGCL, and (iv) approval of the Merger by a majority of the holders of Common Stock, is received, the execution and delivery of this Agreement by EMKT and Top Team the Company and the consummation by EMKT and Top Team the Company of the Transactions transactions contemplated hereby will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT the Company or Top Teamany of its Subsidiaries; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT the Company or Top Team any of its Subsidiaries or by which either any of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to to, any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team the Company or any of their its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease lease, franchise agreement or other instrument or obligation to which EMKT or Top Team the Company or any of their its Subsidiaries is a party, or by which they it or any of their respective properties or assets may be bound, excluding from the foregoing clauses (2), (3) and (4) filings, notices, permits, consents and approvals the absence of which, and violations, breaches, defaults, conflicts and liens which, in the aggregate, would not have a material adverse effect Material Adverse Effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeCompany.

Consents and Approvals; No Violations. The Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, (d) the TerreStar Tag-Along, and (e) the Communications Laws, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the organizational documents of Motient or Sub, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Motient or Sub or its properties or assets, including but not limited to the TerreStar Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Registration Statement under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Motient or Sub in connection with the execution and delivery of this Agreement by EMKT and Top Team and Motient or Sub or the consummation by EMKT and Top Team Motient or Sub of the Transactions will not: (1) violate any provision of the Certificate of Incorporation or By-Laws of EMKT or Top Team; (2) violate any statutetransactions contemplated hereby except for such consents, ordinanceauthorizations, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to EMKT or Top Team or by which either of their respective properties or assets may be bound; (3) require any filing with, or permit, consent or approval of, or the giving of any notice to any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of EMKT or Top Team or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which EMKT or Top Team or any of their Subsidiaries is a party, or by which they or their respective properties or assets may be bound, excluding from the foregoing clauses (3) and (4) filings, notices, permits, consents approvals and approvals the absence of registrations which, and violations, breaches, defaults, conflicts and liens which, in the aggregateif not obtained or made, would not have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, conditions (financial or otherwise) or prospects of EMKT and its Subsidiaries taken as a wholeMotient Material Adverse Effect.