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

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state Company’s representations and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") warranties contained in such form as required by, and executed in accordance with the relevant provisions of, the GCLSection 4.5, no filing material notices to, filings with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals of any Person or Governmental Entity are necessary for the failure of which to be made execution, delivery or obtained would not individually performance by Parent or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery Amalgamation Sub of this Agreement by or the Ancillary Documents to which Parent and/or Amalgamation Sub is a party or Sub nor the consummation by Parent or and/or Amalgamation Sub of the transactions contemplated hereby, nor except for (i) compliance with and filings under the HSR Act and other Antitrust Laws, (ii) the filing of the Amalgamation Application with the Registrar and (iii) filings with, and approval of, the Bermuda Monetary Authority and the insurance regulatory authorities in the jurisdictions listed in Schedule 5.5 of the Parent Disclosure Schedule (the “Parent Insurance Approvals”, and together with the Company Insurance Approvals, the “Transaction Approvals”). Neither the execution, delivery or performance by Parent or Amalgamation Sub with any of this Agreement or the Ancillary Documents to which Parent and/or Amalgamation Sub is a party nor the consummation by Parent or Amalgamation Sub of the provisions hereof, transactions contemplated hereby or thereby will (a) conflict with or result in any breach of any provisions provision of the charter documents Parent’s or By-Laws of Parent or Amalgamation Sub’s Governing Documents, (b) except as set forth on Schedule 5.5, result in a violation or breach of, or 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, cancellation cancellation, modification or acceleration) under, under any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Real Property Lease or Parent Material Permit, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any orderLaw, writ, injunction, decree, statute, rule injunction or regulation applicable to Parent, decree of any Governmental Entity having jurisdiction over any of the Parent or Amalgamation Sub or any of Parent’s or Amalgamation Sub’s Subsidiaries or any of their respective properties or assetsassets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, except result in the creation of any Lien upon any of the assets of any of Parent, Amalgamation Sub or any of Parent’s or Amalgamation Sub’s Subsidiaries, which in the case of any of clauses (b), (c) and (cd) for violationsabove, breaches or defaults which would not individually or in the aggregate have constitute a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) The execution and delivery by each of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Parent and Merger Sub of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthis Agreement do not, and the filing consummation of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, Merger and executed in accordance the other transactions contemplated hereby and compliance with the relevant provisions ofterms hereof will not, the GCL, no filing conflict with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach violation of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or 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 loss of a material benefit under, or result in the creation of any Lien upon any of the assets of Parent or any of its Subsidiaries under, any provision of (i) the termscharter or organizational documents of Parent or any of its Subsidiaries, conditions or provisions of (ii) any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which Parent or any of the Parent its Subsidiaries is a party or by which any of them their respective assets is bound or (iii) subject to the filings and other matters referred to in Section 5.3(b) any Judgment or Law applicable to Parent or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent its Subsidiaries or any of their respective properties or assets, except other than, in the case of clauses (bii) and (ciii) for violationsabove, breaches or defaults which any such items that have not had and would not individually or in the aggregate have a Parent Material Adverse Effect. (b) No Consent of, or registration, declaration or filing with, or notice to, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, other than (i) the filing with the SEC of such reports and such other filings required under the Exchange Act and such filings under state securities and “blue sky” Laws, in each case, as may be required in connection with this Agreement, the Offer, the Merger and the other transactions contemplated hereby, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such other items that may be required solely by reason of the participation of the Company (as opposed to any other third party) in the transactions contemplated hereby (iv) compliance with and filings or notifications under the HSR Act and other applicable competition Laws and (v) such other Consents, registrations, declarations, filings, notices or permits the failure of which to be obtained or made would not have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (ii) the prior notification and reporting requirements of other antitrust or competition Laws as may be applicable are satisfied and any antitrust filings/notifications which must or may be effected in countries having jurisdiction are made and any waiting periods thereunder have been terminated or expired, (iii) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934are met, as amended (iv) the "Exchange Act")requirements under any applicable Puerto Rico, state foreign or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state Laws are met and local regulatory filings relating to health care licensing and similar matters, and (v) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction DocumentsPRGCL are made, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor and Purchaser and the consummation by Parent or Sub and Purchaser of the transactions contemplated hereby, nor compliance by hereby and the performance of each of Parent and Purchaser of its obligations hereunder do not and will not: (A) violate or Sub conflict with any provision of the provisions hereofgoverning documents of Parent, will Purchaser or any of their respective Subsidiaries; (aB) violate or conflict with any Laws or result in any breach Orders of any provisions Governmental Authority or any Permit applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective properties or assets may be bound; (C) require any filing with, or permit, consent or approval of, or the charter documents giving of any notice to, any Governmental Authority; or By-Laws of Parent or Sub, (bD) result in a violation or breach of, or 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 upon any of the properties or assets of Parent, Purchaser 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 benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contracts to which Parent Parent, Purchaser or any of the Parent their respective Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) any ------------------------------------- applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Securities Act, the Securities Act of 1933, as amended (the "Securities Exchange Act"), the Securities Exchange HSR Act of 1934and any applicable filings under state securities, as amended (the "Exchange Act"), state Blue Sky" or foreign laws relating to takeovers, if applicable, state securities or blue sky takeover laws, certain state and local regulatory filings relating to health care licensing and similar matters, and (ii) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, and executed in accordance with by the relevant provisions of, the GCLDGCL, no filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Richfood or Sub nor Merger Subsidiary, or for the consummation by Parent Richfood or Sub Merger Subsidiary of the transactions contemplated herebyby 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 compliance by Parent or Sub with any the consummation of the provisions hereof, transactions contemplated hereby by Richfood and Merger Subsidiary will (ai) conflict with or result in any breach of any provisions provision of the charter documents Articles or By-Laws Certificate of Parent Incorporation or SubBylaws of Richfood or Merger Subsidiary, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Contract or other instrument or obligation to which Parent Richfood or any of the Parent its Subsidiaries is a party or by which it or any of them or any of their properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Richfood or any of the Parent its Subsidiaries or any of their properties or assetsassets except, except in the case of clauses subsections (bii) and (ciii) above, for violations, breaches or defaults which that would not individually or in the aggregate have a Parent Material Adverse EffectEffect on Richfood and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) Except for the filing with the SEC of the Schedule 14D-9, the filing with the Ohio Division of Securities ("ODS") of a Form 041("Form 041") and the Information Statement relating to the Opt Out, and other filings required under, and compliance with other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCLExchange Act and the rules of The Nasdaq Stock Market, no filing consents or approvals of, or filings, declarations or registrations with, and no permit, authorization, consent or approval of, any public body or authority is Governmental Entity are necessary for the consummation by Parent or Sub the Company of the transactions contemplated by the Transaction DocumentsTransactions other than consents, except for such approvals, filings, permitsdeclarations or registrations that, authorizationsif not obtained, consents or approvals the failure of which to be made or obtained given, would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Company Material Adverse Effect. . (b) Neither the execution and delivery of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated herebyTransactions, nor compliance by Parent or Sub the Company with any of the terms or provisions hereof, will (ai) conflict with or violate any provision of the Company Charter Documents or any of the Subsidiary Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 2.4(a) (and the effectiveness of the Opt Out as a result of the actions contemplated by Section 1.4) are obtained and the filings referred to in Section 2.4(a) are made, (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to the Company or any of its subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in any breach the loss of any provisions of the charter documents material benefit under, constitute a default (or By-Laws of Parent or Suban event which, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellation accelerate the performance required by, or acceleration) result in the creation of any Lien upon any of the respective properties or assets of, the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractPermit, lease, agreement or other instrument or obligation to which Parent the Company or any of the Parent Subsidiaries its subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be boundbound or affected except, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses clause (b) and (c) ii), for such violations, breaches conflicts, losses, defaults, terminations, cancellations, accelerations or defaults which Liens as would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for applicable requirements (i) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")) and the expiration or termination of any applicable waiting period thereunder, (ii) the filing of the applications and notices, as applicable, listed in Section 3.3(a)(ii) of the Disclosure Schedule with foreign Governmental Authorities under the Foreign Competition Laws, the Securities Act issuance of 1933consents, as amended (the "Securities Act"), the Securities Exchange Act authorizations or approvals of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoverssuch applications by such authorities, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersrequired, and the filing expiration or termination of an appropriate certificate any applicable waiting periods thereunder, (iii) compliance with any applicable environmental transfer statutes and (iv) the notices to or consultations with any works council, personnel committee or similar employee council or committee listed in Schedule 3.3(a)(iv) of merger (the "Certificate of Merger") Disclosure Schedule, no material applications, notices to, consultations with, Consents of, or filings with, any Government Authority, self-regulatory authority or third party are necessary in such form as required by, and executed in accordance connection with the relevant provisions of, execution and delivery by Parent and its Subsidiaries of the GCL, no filing with, Transaction Agreements (to the extent each is a party thereto) and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub and its Subsidiaries of the transactions contemplated by the Transaction Documentsthereby. The notices, except for such notifications, filings, permitsconsents, authorizations, consents approvals, and expirations or approvals terminations of waiting periods referred in clauses 3.3(a)(i) and 3.3(a)(ii) are hereinafter referred to as the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. "Requisite Regulatory Approvals." (b) Neither the execution and execution, delivery or performance of this Agreement the Transaction Agreements by Parent or Sub and its Subsidiaries nor the consummation by Parent or Sub and its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent thereby does or Sub with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the charter documents certificate of incorporation or Byby-Laws laws of Parent or Subthe certificate of incorporation or by-laws or other equivalent organizational documents of any of its Subsidiaries; (ii) conflict with, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) Default under, any of the terms, conditions or provisions of (A) any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which Parent is a party or by which it or any of its properties or assets may be bound and (B) any Contract relating to the Parent Business to which any of Parent's Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; (iii) conflict with, result in or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentconstitute a Default under, any of the terms, conditions or provisions of any Permit relating to the Business of Parent or any of its Subsidiaries; or (iv) subject to giving the notices, the occurrence of the required consultations, compliance with applicable environmental transfer statutes and obtaining the Requisite Regulatory Approvals referred to in clauses (i) through (iv) in paragraph (a) above, conflict with or violate any Order or Law applicable to (A) Parent or any of its properties or assets or (B) any of Parent's Subsidiaries engaged in the conduct of the Business or any of their properties or assetsassets to the extent used in the conduct of the Business, except except, in the case of clauses (ii), (iii) or (iv) of this paragraph (b) and (c) for violations, breaches conflicts or defaults Defaults which would not not, individually or in the aggregate aggregate, be reasonably likely to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state No filing with or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing withnotice to, and no permit, authorization, consent or approval of, any public body Governmental Entity is required on the part of Seller or authority 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 necessary for a party or the consummation by Parent or Sub Seller and its Affiliates of the transactions contemplated by hereby or thereby, except: (a) compliance with any applicable requirements of the Transaction DocumentsHSR Act, except for such filings(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, permitsas applicable, authorizations(c) pre-approvals of license transfers with the Federal Communications Commission (the “FCC Pre-Approvals”), consents (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 of which to be made make or obtained obtain would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Company Material Adverse Effect. Neither Assuming compliance with the execution and items described in clauses (a) through (e) of the preceding sentence, neither the execution, delivery or performance by Seller of this Agreement by Parent or Sub any Final Ancillary Document to which Seller or any member of the Seller Group is a party, nor the consummation by Parent or Sub Seller of the transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, thereby will (ai) conflict with or result in any breach or violation of any provisions provision of its Organizational Documents or the Organizational Documents of the charter documents or By-Laws of Parent or SubCompany, (bii) result in a breach or violation or breach of, 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, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Contract or other instrument any Permit of the Company or obligation (iii) violate any Law applicable to which Parent the Company or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their its properties or assets, except except, in the case of clauses (bii) and or (c) iii), for breaches, violations, breaches defaults, Encumbrances or defaults which rights of termination, amendment, cancellation or acceleration that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (i) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversincluding, if applicablewithout limitation, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersfiling with the SEC, and the declaration of effectiveness under the Securities Act, of the Form F-4, (ii) compliance with the rules and regulations of The New York Stock Exchange and approval of listing of newly issued Company Y ADSs to be issued in the Merger on The New York Stock Exchange, and (iii) the filing of an appropriate certificate the Plan of merger (the "Certificate of Merger") in such form as required by, and executed in accordance Merger with the relevant provisions of, Registrar of Companies of the GCLCayman Islands pursuant to the Cayman Companies Law and related documentation, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery by Company Y or Merger Sub of this Agreement by Parent or Sub nor the consummation by Parent Company Y or Merger Sub of the transactions contemplated hereby, nor compliance including the Merger and the Share Issuance. (b) The execution, delivery and performance of this Agreement by Parent Company Y or Merger Sub with any does not, and the consummation by Company Y or Merger Sub of the provisions hereof, transactions contemplated hereby including the Merger and the Share Issuance will (a) conflict with not constitute or result in (i) (assuming the Required Company Y Vote is duly obtained and passed) any breach of any provisions provision of the charter documents respective memoranda and articles of association (or By-Laws similar governing documents) of Parent Company Y or SubMerger Sub or any of Company Y’s Subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration of an obligation or the creation of any Liens (other than any Liens created as a result of any actions taken by Company T)) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument Contract or obligation to which Parent Company Y or Merger Sub or any of the Parent Company Y’s Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) (assuming the Required Company Y Vote is duly obtained and passed) and compliance with the matters referred to in Section 4.8(a)) violate any order, writ, injunction, decree, statute, rule Law or regulation Judgment applicable to Parent, Company Y or Merger Sub or any of the Parent Company Y’s Subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (i) Other than applicable requirements securities filings or reports of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Parent and Parent Shareholder Approval, no notices, reports or other filings are required to be made by the Securities Act of 1933Parent or Buyer with, as amended (nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the "Securities Act")Parent or Buyer from, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") any Governmental Entity in such form as required by, and executed in accordance connection with the relevant provisions ofexecution, delivery and performance of this Agreement by the GCL, no filing with, Parent and no permit, authorization, consent or approval of, any public body or authority is necessary for Buyer and the consummation by the Parent or Sub and Buyer of the transactions contemplated by the Transaction DocumentsTransaction, except for such filings, permits, authorizations, consents or approvals those that the failure of which to be made make or obtained would not obtain are not, individually or in the aggregate have a aggregate, reasonably likely to prevent or materially impair the ability of the Parent Material Adverse Effect. Neither and Buyer to consummate the execution Transaction. (ii) Other than the requirement to receive Parent Shareholder Approval and consent of the Buyer's Lender, the execution, delivery and performance of this Agreement by the Parent or Sub nor and Buyer do not, and the consummation by the Parent or Sub and Buyer of the transactions contemplated herebyTransaction will not, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with constitute or result in any (A) a breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute a default under, the certificate of incorporation or bylaws, or similar governing documents, of the Parent or Buyer, (B) with or without due notice or notice, lapse of time or both, a material breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Transaction and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.03(i), any Law to which the Parent or Buyer is subject or (C) with or without notice, lapse of time or both, a default breach or violation of, a termination, cancellation or modification (or give rise to any right of termination, cancellation or accelerationmodification) or default under, the payment of additional fees, the creation or acceleration of any obligations under or the creation of a Lien on any of the termsassets of the Parent, conditions Buyer or provisions any of Parent's Subsidiaries pursuant to any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Contract binding upon the Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assetsits Subsidiaries, except in the case of clauses clause (b) and (cC) for violationsany such breach, breaches violation, termination, default, creation or defaults which acceleration that would not not, individually or in the aggregate have a aggregate, reasonably be likely to prevent or materially impair the ability of the Parent Material Adverse Effectand the Buyer to consummate the Transaction.

Consents and Approvals; No Violations. Except for Assuming that (a) the filings required under the HSR Act are made and all applicable requirements waiting periods thereunder have been terminated or expired and (b) the Consents from Governmental Authorities set forth on Section 2.03(b) of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Seller Disclosure Letter have been obtained, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Ancillary Agreements by Parent or Sub nor Acquiror and the consummation by Parent or Sub Acquiror of the transactions contemplated hereby, nor compliance by Parent hereby and thereby do not and will not: (i) violate or Sub conflict with any provision of its certificate of incorporation or bylaws (or the provisions hereof, will comparable governing documents); (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Acquiror or by which any of the charter documents its properties or By-Laws of Parent assets may be bound; (iii) require any Governmental Approval; or Sub, (biv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, require any consent or notice, create a penalty or increase in payment or performance obligations under or give rise to any right of termination, cancellation cancellation, suspension, revocation or acceleration) , or result in the creation of any Security Interest upon any of the properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, suspension, revocation, acceleration, penalty or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any notematerial Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that which would not reasonably be expected to have, individually or in the aggregate have a Parent Material Adverse Effectaggregate, an Acquiror MAE.

Consents and Approvals; No Violations. Except for Assuming (a) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (and the "Securities Act"), the Securities Exchange Act of 1934have been satisfied, as amended (b) the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, requirements under any applicable state securities or blue sky lawsLaws have been satisfied, certain state and local regulatory filings relating (c) the requirements of the NASDAQ in respect of the listing of the shares of Victory Common Stock to health care licensing and similar mattersbe issued hereunder have been satisfied, and (d) the filing of an the Certificates of Merger and other appropriate certificate of merger (the "Certificate of Merger") in such form documents, if any, as required byby the DLLCA and the NYBCL, have been made, (e) the requirements of any Takeover Statute have been satisfied, (f) the Victory Stockholder Approval is obtained, and executed in accordance with (g) the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Consents set forth on Section 3.03 of the transactions contemplated by the Transaction DocumentsVictory Disclosure Letter have been obtained, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Other Transaction Agreements by Parent or Sub nor Victory and Merger Sub, as applicable, and the consummation by Parent or Victory and Merger Sub of the transactions contemplated hereby, nor compliance by Parent Transactions do not and will not (i) violate or Sub conflict with any provision of their respective certificates of incorporation or by-laws (or the provisions hereofcomparable governing documents), will (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Victory or Merger Sub or by which any of the charter documents their respective properties or By-Laws of Parent or SubAssets may be bound, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or 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) , or result in the creation of any Security Interest upon any of the properties or assets of Victory or its Subsidiaries 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 noteVictory Material Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches or defaults breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests which would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectVictory MAE.

Consents and Approvals; No Violations. Except Subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the applicable Merger Certificates with, and similar mattersthe acceptance for record of the Merger Certificates by, the SDAT and the DSOS, as applicable, and the filing of an appropriate certificate of merger (the "Partnership Merger Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no acceptance for record of the Partnership Merger Certificate by, the DSOS, none of the execution, delivery or performance of this Agreement by the Parent Parties, the consummation by the Parent Parties of the transactions contemplated hereby or compliance by the Parent Parties with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of (A) the Parent Governing Documents or the Parent OP Governing Documents or (B) the organizational documents of any Parent Subsidiary, (ii) require any filing by any of the Parent Parties or any Parent Subsidiary with, notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) (I) the consummation by Parent or Sub filing with the SEC of the transactions contemplated by Form S-4 and Proxy Statement/Prospectus, and the Transaction Documentsdeclaration of effectiveness of the Form S-4, except for and (II) the filing with the SEC of such filingsreports under, permitsand other compliance with, authorizations, consents or approvals the failure of which to Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by Parent or any Parent Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent or any of the Parent Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Parent Material Contract to which Parent or any of the Parent Subsidiaries Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent or any of the Parent Subsidiaries Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the Securities Act, the Exchange Act, state securities or “blue sky” laws, the Nasdaq National Market and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities “HSR Act"”), the Securities Exchange Act any filings under similar merger notification laws or regulations of 1934, foreign Governmental Entities (as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, defined below) and the filing and recordation of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, and executed in accordance with by the relevant provisions of, the GCLDGCL, no filing with, with or notice to and no permit, authorization, consent or approval ofof any United States or foreign court or tribunal, any public body or administrative, governmental or regulatory body, agency or authority (each, a “Governmental Entity”) is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery by the Company of this Agreement by Parent or Sub nor the consummation by Parent or Sub the Company of the transactions contemplated hereby, nor compliance by Parent or Sub with any . Except as set forth in Section 3.6 of the provisions hereofDisclosure Letter, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ai) conflict with or result in any a breach of any provisions provision of the charter documents respective Certificate of Incorporation or By-Laws bylaws (or similar governing documents) of Parent the Company or Sub, any Subsidiary; (bii) result in a violation or breach of, 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, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Material Contract (as defined below) to which Parent the Company or any of the Parent Subsidiaries Subsidiary is a party or by which any of them or any of their respective properties or assets may be are bound; (iii) result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or Lien) under any of the terms, conditions or provisions of any Contract (as defined below), other than any Material Contract, to which the Company or any Subsidiary is a party or by which any of them or their respective properties or assets are bound; or (civ) violate any order, writ, injunctioninjunction or decree to which the Company or a Subsidiary is subject, decreeor any law, statute, rule or regulation applicable to Parent, the Company or any of the Parent Subsidiaries Subsidiary or any of their respective properties or assets, except except, in the case of the foregoing clauses (biii) and (c) iv), for violations, breaches or defaults which would not that, individually or in the aggregate have aggregate, would not result in a Parent Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities HSR Act"), the rules of the National Association of Securities Exchange Act of 1934Dealers, as amended Inc. (the "Exchange ActNASD"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, ETLB Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by ETLB of this Agreement or the consummation by Parent or Sub ETLB of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on ETLB. Neither Except as set forth in Section 2.6 of the execution ETLB Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub ETLB nor the consummation by Parent or Sub ETLB of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubETLB, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries ETLB is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries ETLB or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on ETLB.

Consents and Approvals; No Violations. Except for applicable requirements (a) The execution and delivery of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state this Agreement by Parent and local regulatory filings relating to health care licensing and similar mattersPurchaser do not, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated hereby and compliance with the provisions hereof will not, (i) violate any of the provisions of the certificate of incorporation or bylaws of Parent, Purchaser, or any of their respective Subsidiaries, in each case as amended to date; (ii) subject to the governmental filings and other matters referred to in Section 4.3(b)(ii), conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation of any Lien upon any of the properties or assets of Parent, Purchaser or any of their respective Subsidiaries under, any Contract to which Parent, Purchaser, or any of their respective Subsidiaries is a party or by which Parent, Purchaser, or any of their respective Subsidiaries or any of their respective assets is bound or affected; or (iii) subject to the Transaction Documentsgovernmental filings and other matters referred to in Section 4.3(b)(ii), except conflict with or violate any Applicable Law currently in effect, except, in the case of clauses (ii) or (iii) above, for any such filingsconflicts, permitsbreaches, authorizationsdefaults, consents violations, rights or approvals the failure of which to be made or obtained would not Liens that, individually or in the aggregate aggregate, would not reasonably be expected to have a Parent Purchaser Material Adverse Effect. Neither . (b) No consent, approval, order, or authorization of, or declaration, registration, or filing with, or notice to, any Governmental Authority that has not been received or made is required by or with respect to Parent or Purchaser or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub nor Purchaser or the consummation by Parent or Sub Purchaser of any of the transactions contemplated hereby, nor compliance by Parent except for (i) the filing of premerger notification and report forms under the HSR Act or Sub under any other Applicable Antitrust Laws, (ii) the filing with any the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the provisions hereofcertificate of merger or the certificate of ownership and merger, will (a) conflict as the case may be, with or result in any breach the Secretary of any provisions State of the charter State of Delaware and appropriate documents or By-Laws with the relevant authorities of Parent or Subother states in which the Company is qualified to do business and (iv) any other consents, (b) result in a violation or breach ofapprovals, authorizations, filings, or constitute (with notices the failure to make or without due notice or lapse of time or both) a default (or give rise to any right of terminationobtain that, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate aggregate, would not reasonably be expected to have a Parent Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for (i) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversincluding, if applicablewithout limitation, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersfiling with the SEC, and the declaration of effectiveness under the Securities Act, of the Form F-4, (ii) compliance with the rules and regulations of The New York Stock Exchange and approval of listing of newly issued Company Y ADSs to be issued in the Merger on The New York Stock Exchange, and (iii) the filing of an appropriate certificate the Plan of merger (the "Certificate of Merger") in such form as required by, and executed in accordance Merger with the relevant provisions of, Registrar of Companies of the GCLCayman Islands pursuant to the Cayman Companies Law and related documentation, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery by Company Y or Merger Sub of this Agreement by Parent or Sub nor the consummation by Parent Company Y or Merger Sub of the transactions contemplated hereby, nor compliance including the Merger and the Share Issuance. (b) The execution, delivery and performance of this Agreement by Parent Company Y or Merger Sub with any does not, and the consummation by Company Y or Merger Sub of the provisions hereof, transactions contemplated hereby including the Merger and the Share Issuance will (a) conflict with not constitute or result in (i) (assuming the Required Company Y Vote is duly obtained and passed) any breach of any provisions provision of the charter documents respective memoranda and articles of association (or By-Laws similar governing documents) of Parent Company Y or SubMerger Sub or any of Company Y's Subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration of an obligation or the creation of any Liens (other than any Liens created as a result of any actions taken by Company T)) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument Contract or obligation to which Parent Company Y or Merger Sub or any of the Parent Company Y's Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) (assuming the Required Company Y Vote is duly obtained and passed) and compliance with the matters referred to in Section 4.8(a)) violate any order, writ, injunction, decree, statute, rule Law or regulation Judgment applicable to Parent, Company Y or Merger Sub or any of the Parent Company Y's Subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the HSR Act, the Communications Act, the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of a certificate of merger as required by the DGCL, and the filing of an appropriate certificate articles of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with by the relevant provisions of, the GCLMBCA, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution and delivery by GM or Xxxxxx of this Agreement or the consummation by Parent GM or Sub Xxxxxx of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate neither have a Parent Material Adverse EffectEffect on Xxxxxx nor materially impair or delay the ability of GM to consummate the transactions contemplated hereby. Neither Except as set forth in Section 4.6 of the execution GM Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent GM or Sub Xxxxxx nor the consummation by Parent GM or Sub Xxxxxx of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective certificate or By-Laws articles of Parent incorporation or Subbylaws (or similar governing documents) of GM or Xxxxxx or any of GM's subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent GM or Xxxxxx or any of the Parent Subsidiaries GM's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, GM or Xxxxxx or any of the Parent Subsidiaries GM's subsidiaries or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate neither have a Parent Material Adverse EffectEffect on Xxxxxx nor materially impair or delay the ability of GM to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 5.6 of the Parent Disclosure Schedule, subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the Articles of Merger with, and similar mattersthe acceptance for record of the Articles of Merger by, the SDAT, and the filing of an appropriate certificate of merger (the "Company Merger Certificate of Merger") in such form as required by, and executed in accordance the Partnership Merger Certificate with the relevant provisions ofDSOS, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the GCLconsummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent or the Parent Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the organizational documents of Parent or any Parent Subsidiary, no (ii) require any filing by Parent or any Parent Subsidiary with, and no notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) the consummation by Parent or Sub filing with the SEC of (I) the Joint Proxy Statement in preliminary and definitive form and of the transactions contemplated by Form S-4, and declaration and effectiveness of the Transaction DocumentsForm S-4, except for and (II) such filingsreports under, permitsand other compliance with, authorizations, consents or approvals the failure of which to Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by Parent or any Parent Subsidiary 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 acceleration) under, give rise to any right of purchase, first offer or forced sale, result in the triggering of any payment or result in the creation of any lien or other encumbrance on any property or asset of Parent or any of the Parent Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement agreement, permit, franchise or other instrument or obligation or Material Contract to which Parent or any of the Parent Subsidiaries Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent or any of the Parent Subsidiaries Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have aggregate, (A) reasonably be expected to prevent or materially delay consummation of the Mergers, (B) otherwise prevent or materially delay performance by the Parent or Parent OP of its material obligations under this Agreement or (C) have, or reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for any applicable requirements of the Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder (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 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities ActHSR ACT"), the Securities Exchange EC Merger Regulations (as defined below), and the Communications Act of 1934, as amended amended, and all rules and regulations promulgated thereunder (the "Exchange ActCOMMUNICATIONS ACT"), state the filing and recordation of a certificate of merger, or foreign laws relating a certificate of ownership and merger, as required by the NYBCL, filing with and approval of the New York Stock Exchange, Inc. and the SEC with respect to takeoversthe delisting and deregistering of the Shares, if applicable, state securities such filings and approvals as may be required under the "takeover" or "blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matterssky" Laws of various states, and the filing of an appropriate certificate of merger (the "Certificate of Merger") as disclosed in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Section 4.4 of the transactions Disclosure Schedule or as contemplated by this Agreement and the Transaction DocumentsAncillary Agreements, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement or the Ancillary Agreements by Parent the Company or Sub any Contracting Subsidiary (to the extent it is a party thereto) nor the consummation by Parent the Company or Sub any Contracting Subsidiary (to the extent it is a party thereto) of the transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, thereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents Certificate of Incorporation or By-Laws of Parent the Company or Subany Contracting Subsidiary or Retained Subsidiary (other than those Retained Subsidiaries which, when taken together, would not be a "significant subsidiary" within the meaning of Regulation S-X promulgated under the Securities Act) (any such Retained Subsidiary, other than those described in the preceding parenthetical, herein called a "SIGNIFICANT RETAINED SUBSIDIARY"), (bii) result in require on the part of the Company or any Contracting Subsidiary or a violation or breach ofSignificant Retained Subsidiary any filing 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, any of the terms, conditions or provisions obtaining of any notepermit, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.8

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx HSR Act, and if necessary, similar foreign competition or Antitrust Improvements Act of 0000 Laws, (xxx "XXX Xxx"), b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act of 1933Act, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state c) filings or foreign laws relating to takeovers, if applicable, approvals required under state securities or “blue sky sky” laws, certain state (d) the MSV ROFR or the MSV Tag-Along and local regulatory filings relating to health care licensing (e) the Communications Laws, neither the execution and similar mattersdelivery of this Agreement, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by 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 Transaction organizational documents of SkyTerra, (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 SkyTerra or its properties or assets, including but not limited to the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, except for such filingsand if necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, consents (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which 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 be made or obtained would not individually or SkyTerra in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent SkyTerra or Sub nor the consummation by Parent or Sub SkyTerra of the transactions contemplated herebyhereby except for such consents, nor compliance by Parent authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent SkyTerra Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state No filing with or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing withnotice to, and no permit, authorization, registration, consent or approval of, any public body Governmental Entity is required on the part of Parent, the Sellers and the IP Seller for the execution, delivery and performance by Parent, the Sellers, the IP Seller or authority is necessary for their applicable Affiliates of this Agreement or the Ancillary Agreements or the consummation by Parent Parent, the Sellers or Sub the IP Seller of the transactions contemplated by this Agreement or the Transaction DocumentsAncillary Agreements, except for (i) compliance with any applicable requirements of the HSR Act; (ii) compliance with any applicable requirements of the Competition Act; (iii) compliance with any state or federal licenses or permits relating to the Business; or (iv) any such filings, notices, permits, authorizations, registrations, consents or approvals approvals, the failure of which to be made make or obtained obtain would not individually or in the aggregate have a Parent Material Adverse Effect. Neither Assuming compliance with the execution items described in clauses (i) through (iv) of the preceding sentence, neither the execution, delivery and delivery performance of this Agreement or the Ancillary Agreements by Parent Parent, the Sellers, the IP Seller or Sub their applicable Affiliates, nor the consummation by Parent Parent, the Sellers, the IP Seller or Sub their applicable Affiliates of the transactions contemplated hereby, nor compliance by Parent this Agreement or Sub with any of the provisions hereof, Ancillary Agreements will (aA) conflict with or result in any breach breach, violation or infringement of any provisions provision of the charter documents respective articles of incorporation or Byby-Laws laws (or similar governing documents) of Parent Parent, the Sellers, the IP Seller or Subany of their Affiliates party to the Ancillary Agreements, or any Transferred Company or any Subsidiary thereof, (bB) result in a breach, violation or breach infringement of, 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) or require a consent of or other action by any Person under, any of the terms, conditions or provisions of any noteContract, bond, mortgage, indenture, license, contract, agreement or other instrument (C) violate or obligation infringe any Law applicable to which Parent any Transferred Company or any of the Parent Subsidiaries is a party or by which any of them Subsidiary thereof or any of their properties or assets may be boundrespective properties, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties rights or assets, except in the case of clauses (bB) and or (cC) for breaches, violations, breaches infringements, defaults, Liens or defaults which other rights or consents that would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) filings pursuant to the Israeli Anti-Trust Law or any other required antitrust filings and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable competition, merger control, antitrust or similar Law, (b) the filing of customary applications and notices, as applicable, with the FDA, EMEA or any other federal, state, local or foreign Regulatory Authority, (c) applicable requirements of and filings with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), SEC under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state (d) filings with The Nasdaq Global Market, Inc., (e) the filing of the Certificate of Merger, (f) applicable requirements under corporation or foreign “blue sky” laws relating of various states, (g) the filing pursuant to takeoversthe Law for the Encouragement of Capital Investment, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters5719-1959, and the regulations and approvals promulgated thereunder and (h) the filing pursuant to the Encouragement of an appropriate certificate of merger (the "Certificate of Merger") in such form as required byIndustrial Research and Development Law, 5744-1984, and executed the regulations and grant approvals promulgated thereunder by the Office of the Chief Scientist in accordance with the relevant provisions ofIsraeli Ministry of Industry, Trade & Labor (“OCS”), neither the GCLexecution, no filing with, and no permit, authorization, consent delivery or approval of, any public body or authority is necessary for performance of this Agreement by the Company nor the consummation by Parent or Sub the Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub hereby will (i) violate any provision of the transactions contemplated hereby, nor compliance by Parent certificate of incorporation or Sub with any bylaws of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubCompany, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement agreement, Company Permit or other instrument or obligation to which Parent or any of the Parent Subsidiaries Company is a party or by which any of them it or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of the Parent Subsidiaries Company or any of their its properties or assetsassets or (iv) require on the part of the Company any material filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (whether domestic or foreign) (a “Governmental Entity”); except in the case of clauses (bii) and (ciii) for such violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations the failure of which to make or obtain (A) would not not, individually or in the aggregate aggregate, (x) have a Parent Company Material Adverse EffectEffect and (y) reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the transactions contemplated by this Agreement or (B) would occur or be required as a result 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. Except for applicable requirements of Assuming any filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities HSR Act"), applicable to the Securities Exchange Act sale of 1934Assets to Buyer are made and any applicable waiting period thereunder has been terminated or has expired, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor Echelon and its Subsidiaries and the consummation by Parent or Sub Echelon and its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will not: (a) conflict with or result in violate any breach of any provisions provision of the charter documents Amended and Restated Articles of Incorporation or By-Laws of Parent Echelon or Subthe comparable governing documents of any Subsidiary, in each case, as amended; (b) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Echelon or any Subsidiary or by which any of the Assets may be bound; (c) except as set forth on Schedule V, 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 (d) except as set forth on Schedule V, result in a violation or breach of, or 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, mortgage, charge, claim or encumbrance (each, an "Encumbrance") upon any of the Assets under, any of the terms, conditions or provisions of of, any note, bond, mortgage, indenture, license, contractfranchise, permit, agreement, lease, franchise agreement or other instrument or obligation to which Parent Echelon or any of the Parent Subsidiaries Subsidiary is a party party, or by which any of them it or any of their properties or assets may be respective Assets are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) The -------------------------------------- execution and delivery by Parent and Sub of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthis Agreement do not, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by each of Parent or and Sub of the transactions contemplated hereby and compliance by each of Parent and Sub with the Transaction Documentsprovisions hereof will not: (x) violate any of the provisions of the certificate of incorporation or by-laws of Sub or the comparable governing documents of Parent, except for such filings(y) subject to the governmental filings and other matters set forth in Section 5.3(b), permitsviolate or result in a breach of or default (with or without notice or lapse of time, authorizationsor both) under, consents or approvals give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or loss of a material benefit under, or require the failure consent of any Person under, any note, bond, mortgage, indenture or other agreement, permit, concession, franchise, license, arrangement or other instrument or undertaking to which the Parent or any of its Subsidiaries (including Sub) is a party or by which Parent or any of its Subsidiaries (including Sub) or any of their respective assets is bound or affected or (z) subject to the governmental filings and other matters referred to in Section 5.3(b), violate any domestic or foreign law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to Parent or Sub, which, in the case of clauses (y) and (z) above, would reasonably be made or obtained would not expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect. Neither Effect on the ability of Parent or Sub to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any Governmental Entity, which has not been received or made is required by or with respect to the Parent or any of its Subsidiaries (including Sub) in connection with the execution and delivery of this Agreement by each of Parent or Sub nor and Sub, the consummation by each of Parent or and Sub of the transactions contemplated hereby, nor hereby or compliance by each of Parent or and Sub with any of the provisions hereof, will except for (ai) conflict the filing of premerger notification and report forms under the HSR Act, (ii) the filing with or result the Commission of (A) the Schedule TO, (B) such reports under the Exchange Act as may be required in any breach of any provisions connection with this Agreement and the transactions contemplated hereby, (iii) the filing of the charter certificate of merger or the certificate of ownership and merger, as the case may be, with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) as required under the rules and regulations of the New York Stock Exchange and (v) any other consents, approvals, authorizations, filings or By-Laws notices the failure to make or obtain would not reasonably be expected to have a Material Adverse Effect on the ability of Parent or Sub, (b) result in a violation Sub to perform their respective obligations under this Agreement or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of consummate the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements (a) Assuming the Governmental Approvals set forth on Section 2.03 of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Seller Disclosure Letter have been obtained, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Ancillary Agreements by Parent or Sub nor Seller and, if applicable, its Subsidiaries, and the consummation by Parent or Sub Seller and, if applicable, its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent hereby and thereby do not and will not (i) violate or Sub conflict with any provision of their respective certificates or articles of incorporation, bylaws or code of regulations (or the provisions hereofcomparable governing documents), will (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Seller or any of the charter documents its Subsidiaries or By-Laws by which any of Parent their respective properties or Subassets that will be Conveyed to Acquiror, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or 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) , or result in the creation of any Security Interest upon any of the material properties or assets of Seller or its Subsidiaries that will be Conveyed to Acquiror, 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 noteRochas Material Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches breaches, defaults, rights of terminations, cancellations, accelerations, creations and impositions of Security Interests, increases or defaults losses which would not reasonably be expected, individually or in the aggregate have a Parent aggregate, to be material to the Rochas Business. (b) Other than as identified in Section 2.03 of the Seller Disclosure Letter, there are no Consents necessary for Seller to Convey to Acquiror (i) the Assumed Assets and the Assumed Liabilities in order for Section 2.13(a) to be true and correct immediately after Closing with respect to Acquiror and (ii) the Rochas Material Adverse EffectContracts.

Consents and Approvals; No Violations. Except No filing with ------------------------------------- or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency or authority (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 Transactions, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities HSR Act"), (ii) pursuant to the Securities ------- applicable requirements of the Exchange Act of 1934, as amended and the SEC's rules and regulations promulgated thereunder (iii) the "Exchange Act"), state or foreign laws relating to takeovers, filing and if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and recordation of the filing of an appropriate certificate of merger (the "Certificate of Merger"Merger pursuant to the DGCL, or (iv) in where the failure to obtain such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Company Material Adverse Effect. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, Transactions will (aA) conflict with or result in any breach of any provisions provision of the charter documents respective Certificate of Incorporation or By-Laws laws (or similar governing documents) of Parent the Company or Subof any its Subsidiaries, (bB) except as set forth in Section 6.6 of the Company Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, other than breaches or defaults under loan agreements resulting from the existence of Indebtedness on the part of the Purchaser, or (cC) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, the Company or any of the Parent its Subsidiaries or any of their respective properties or assets, except in the case of clauses (bB) and or (cC) for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except (i) for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 Governmental Requirements, or (xxx "XXX Xxx")ii) where the failure to make any filing with, the Securities Act of 1933or to obtain any permit, as amended (the "Securities Act")authorization, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state consent or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions approval of, any Governmental Entity would not, individually or in the GCLaggregate, reasonably be expected to have a AFI Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution, delivery and performance of this Agreement by AFI or Merger Sub or the consummation by Parent AFI or Merger Sub of the transactions contemplated by hereby. (b) Except for the Transaction Documentscorporate and shareholder approvals referred to in Section 5.2.2, except for such filings, permits, authorizations, consents no consent or approvals the failure approval of which any other Person (other than any Governmental Entity) is required to be made obtained by AFI or obtained would not individually Merger Sub for the execution, delivery or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery performance of this Agreement by Parent AFI or Merger Sub nor or the consummation by Parent AFI or Merger Sub of the transactions contemplated hereby, except where the failure to obtain any such consent or approval would not, individually or in the aggregate, reasonably be expected to result in a AFI Material Adverse Effect. (c) Subject to compliance with the Governmental Requirements, none of the execution, delivery or performance of this Agreement by AFI or Merger Sub, nor the consummation by AFI or Merger Sub of the transactions contemplated hereby or compliance by Parent AFI or Merger Sub with any of the provisions hereof, will (ai) conflict with or result in violate any breach of any provisions provision of the charter documents Constituent Documents of AFI or By-Laws of Parent or Merger Sub, (bii) result in a violation or breach of any provision of, or 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, vesting, payment, exercise, acceleration, suspension or acceleration) revocation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenturelien, lease, agreement, license, contractinstrument, agreement statute, law, rule, regulation, order, arbitration award, judgment, or other instrument or obligation decree to which Parent AFI or any of the Parent Subsidiaries Merger Sub is a party or by which any of them or any of their properties or assets may be bound, (iii) result in the creation or imposition of any Encumbrance upon any property or asset of AFI or Merger Sub, (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Parentwhich AFI or Merger Sub, or the property or assets of AFI or Merger Sub, is subject or (v) cause the suspension or revocation of any of the Parent Subsidiaries permit, license, governmental authorization, consent or any of their properties approval necessary for AFI or assetsMerger Sub to conduct its business as currently conducted, except except, in the case of clauses (bii), (iii), (iv) and (c) v), for violations, breaches breaches, defaults, terminations, cancellations, vestings, payments, exercises, accelerations, suspensions, revocations, creations, impositions or defaults conflicts which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent AFI Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements for: (a) filings pursuant to the HSR Act, (b) approvals or consents of Governmental Entities under insurance holding company laws of the XxxxState of Kansas, (c) filings of such pre-Xxxxx-Xxxxxx Antitrust Improvements Act acquisition notifications as may be required in certain states, and (d) matters specifically described in the written schedule delivered by Purchaser to Seller at or prior to the execution of 0000 this Agreement and attached hereto (xxx the "XXX XxxPurchaser's Consent Schedule"), neither the Securities Act execution, delivery or performance of 1933, as amended (this Agreement by Purchaser or Universal nor the "Securities Act"), consummation by Purchaser or Universal of the Securities Exchange Act transactions contemplated hereby will require on the part of 1934, as amended (the "Exchange Act"), state Purchaser or foreign laws relating to takeovers, if applicable, state securities Universal any filing or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing registration with, and no permitnotification to, or authorization, consent or approval of, any public body Governmental Entity. Except as described in Purchaser's Consent Schedule, neither the execution, delivery or authority is necessary for performance of this Agreement by Purchaser or Universal nor the consummation by Parent Purchaser or Sub Universal of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with hereby will: (i) violate any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of the charter documents or Byby-Laws laws of Parent Purchaser or Sub, Universal; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation that is material to Purchaser or Universal and to which Parent Purchaser or any of the Parent Subsidiaries Universal is a party or by which any of them or any of their its properties or assets may be bound, or ; (ciii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries Purchaser or Universal or any of their its properties or assets, ; or (iv) except in the case of clauses (bii) and (ciii) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which would to obtain which could not reasonably be expect to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effectmaterial adverse affect on the ability of Purchaser or Universal to perform their respective obligations under this Agreement.

Consents and Approvals; No Violations. (a) Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, (B) the Securities Act, (C) the rules and regulations of Nasdaq, and (D) the Required Insurance Approvals, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the failure consummation by Parent and Merger Sub of which to be the Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or obtained given, would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effect. and Merger Sub to consummate the Merger and the other Transactions. (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated herebyTransactions, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (ai) conflict with or result in violate any breach of any provisions provision of the charter organizational documents or By-Laws of Parent or SubMerger Sub or of any of their respective Subsidiaries or (ii) assuming that any required authorizations, consents and approvals are duly obtained, (bx) violate any Order or Law applicable to Parent or Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (right to termination or give rise to cancellation under, accelerate the performance required by, or result in the creation of any right Encumbrance upon any of termination, cancellation the respective properties or acceleration) assets of either Parent or Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractlease, agreement or other instrument or obligation to which either Parent or any of the Parent Subsidiaries is a party or by which any of them Merger Sub or any of their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be boundbound or affected, or (c) violate any orderexcept, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses clause (bii) and (c) above, for such violations, breaches conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or defaults Encumbrance creations which would not individually or in the aggregate reasonably be expected to have a material adverse effect on the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the HSR Act, and if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Distribution Registration Statement, the Securities Act of 1933Preferred Registration Statement or pursuant to the Registration Rights Agreement, as amended (under the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state c) filings or foreign laws relating to takeovers, if applicable, approvals required under state securities or “blue sky sky” laws, certain state (d) the Communications Laws and local regulatory filings relating to health care licensing (e) the MSV Tag-Along or the MSV ROFR, neither the execution and similar mattersdelivery of this Agreement, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by 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 Transaction organizational documents of SkyTerra, (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 SkyTerra or its properties or assets, including but not limited to the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act, except for such filingsand if necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filing of the Distribution Registration Statement, consents the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which 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 be made or obtained would not individually or SkyTerra in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent SkyTerra or Sub nor the consummation by Parent or Sub SkyTerra of the transactions contemplated herebyhereby except for such consents, nor compliance by Parent authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent SkyTerra Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution, delivery and performance of this Agreement by Seller nor the execution, delivery and performance of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), Local Purchase Agreements and the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersTransition Services Agreement, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required byother Transaction Documents, and executed in accordance with the relevant provisions ofby Seller, the GCLFH Asset Sellers or the FH Share Sellers, no filing withor any other Affiliate of Seller party thereto, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated hereby and thereby by Seller, the Transaction DocumentsFH Asset Sellers or the FH Share Sellers, except for or such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereofAffiliate, will (a) conflict with or result in violate any breach of any provisions provision of the charter documents certificate of incorporation or Byby-Laws laws (or other comparable governing documents) of Parent Seller, any FH Share Seller, FH Asset Seller or Subany of the Transferred FH Companies or any of the Transferred FH Companies’ Closing Subsidiaries, or any such other Affiliate, (b) require any consent, waiver, approval, license, authorization or permit of, or filing with or notification to (collectively, the “Governmental Filings”), any Governmental Authority except for (i) filings with the Federal Trade Commission (the “FTC”) and with the Antitrust Division of the United States Department of Justice (the “DOJ”) pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls and (iii) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole, (c) conflict with, result in a violation or breach of, or 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 of any obligation of Seller, any FH Affiliate (in respect of the FH Business), any of the Transferred FH Companies or their Closing Subsidiaries, or any other Affiliate of Seller, or a loss of any benefit to which Seller, any FH Affiliate (in respect of the FH Business), any of the Transferred FH Companies or their Closing Subsidiaries, or any other Affiliate of Seller, is entitled under, any of the terms, conditions or provisions of any noteContract or Permit of any Transferred FH Company or Closing Subsidiary or any Contract or Permit included in the Acquired FH Assets, bondexcept such conflicts, mortgageviolations, indenturebreaches, licensedefaults, contractterminations, agreement cancellations, accelerations or losses of benefit which would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole, (d) result in the creation or imposition of any Encumbrance on the assets of any Transferred FH Companies or any Transferred FH Company’s Closing Subsidiaries, the FH Shares, the FH Business or any Acquired FH Asset (other instrument than Permitted Encumbrances) except for any such Encumbrance which would not, individually or obligation in the aggregate, reasonably be expected to which Parent be material to the FH Business, taken as a whole, or (e) assuming the making of the Governmental Filings and obtaining of the related approval, referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Seller, any FH Affiliate (in respect of the FH Business), any of the Parent Subsidiaries is a party Transferred FH Companies or their Closing Subsidiaries, or any other Affiliate of Seller or by which any of them or any of their respective properties or assets Assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults such violations which would not not, individually or in the aggregate have aggregate, reasonably be expected to be material to the FH Business, taken as a Parent Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities Act"“HSR ACT”), the Securities Exchange Act rules of 1934, as amended the Financial Industry Regulatory Authority (the "Exchange Act"“FINRA”), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, GRMI Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the execution and delivery by GRMI of this Agreement or the consummation by Parent or Sub GRMI of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on GRMI. Neither Except as set forth in Section 2.6 of the execution GRMI Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub GRMI nor the consummation by Parent or Sub GRMI of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubGRMI, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries GRMI is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries GRMI or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on GRMI.

Consents and Approvals; No Violations. Except as set forth in Section 3.6 of the EZJR Disclosure Schedule, and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthe HSR Act, the rules of the NASD, and the filing and recordation of an appropriate certificate of merger (the "Merger Certificate of Merger") in such form as required by, and executed in accordance with by the relevant provisions of, the GCLNGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery by EZJR of this Agreement by Parent or Sub nor the consummation by Parent or Sub EZJR 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 EZJR. Neither the execution, delivery and performance of this Agreement by EZJR nor compliance the consummation by Parent or Sub with any EZJR of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent EZJR or Subany of EZJR's subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent EZJR or any of the Parent Subsidiaries EZJR's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, EZJR or any of the Parent Subsidiaries EZJR's subsidiaries or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on EZJR.

Consents and Approvals; No Violations. Except for Assuming (a) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (and the "Securities Act"), the Securities Exchange Act of 1934have been satisfied, as amended (b) the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, requirements under any applicable state securities or blue sky lawsLaws have been satisfied, certain state and local regulatory filings relating (c) the requirements of the NASDAQ in respect of the listing of the shares of Victory Common Stock to health care licensing and similar mattersbe issued hereunder have been satisfied, and (d) the filing of an the Certificates of Merger and other appropriate certificate of merger (the "Certificate of Merger") in such form documents, if any, as required byby the DLLCA and the NYBCL, have been made, (e) the requirements of any Takeover Statute have been satisfied, and executed in accordance with (f) the relevant provisions ofChucktaylor Shareholder Approval is obtained, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement and the Other Transaction Agreements by Parent or Sub nor Chucktaylor and the consummation by Parent or Sub Chucktaylor of the transactions contemplated hereby, nor compliance by Parent Transactions do not and will not: (i) violate or Sub conflict with any provision of the provisions hereofits certificate of incorporation or by-laws, will (aii) violate or conflict with any Law or result in any breach Order of any provisions Governmental Authority applicable to Chucktaylor by which any of the charter documents its properties or By-Laws of Parent or Subassets may be bound, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or 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) , or result in the creation of any Security Interest in effect as of the Closing upon any properties or Assets of Chucktaylor 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 noteChucktaylor Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses clause (biv) and (c) for above, conflicts, violations, breaches or defaults which breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectChucktaylor MAE.

Consents and Approvals; No Violations. Except for applicable Assuming (i) the filings required under the HSR Act, are made and the waiting period thereunder has been terminated or has expired, (ii) voluntary notification under Section 721 of Exon-Florxx xx made, (iii) the prior notification and reporting requirements of the Xxxx-Xxxxx-Xxxxxx European Community pursuant to the EU Antitrust Improvements Act Laws as well as any antitrust filings/notifications which must or may be effected at the national level in countries having jurisdiction are made, (iv) the requirements of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversthe Proxy Statement, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersany, and the Offer are met, (v) the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger and other appropriate merger documents, if any, as required byby the Delaware General Corporation Law, and executed are made, (vi) such actions as are necessary in accordance order to comply with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Industrial Security Regulations of the transactions contemplated U.S. Department of Defense and (vii) approval of the Merger and this Agreement by the Transaction Documentsstockholders of the Company, except for such filingsif required by the Delaware General Corporation Law, permitsis received, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by hereby will not: (A) violate or conflict with any provision of the Articles of Association of Parent or Sub with any the Certificate of Incorporation or the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Sub; (B) 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 applicable to Parent or Subany of its subsidiaries or by which either of their respective properties or assets may be bound, except for such violations or conflicts which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; (bC) 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, except for such filings, permits, consents or approvals which are not "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or the Exchange Act; or (D) result in a violation or breach of, or 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 Parent, or any of 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, contract, lease, franchise agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries its subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for such violations, breaches or defaults conflicts which would are not individually "material", as such term is commonly understood in connection with a Person's disclosure obligations under the Securities Act or in the aggregate have a Parent Material Adverse EffectExchange Act.

Consents and Approvals; No Violations. (a) Except for (i) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversincluding, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate the Schedule 13E-3, the filing of merger (one or more amendments to the "Certificate of Merger") in such form as required by, and executed in accordance Schedule 13E-3 with the relevant provisions of, SEC; (ii) compliance with the GCLrules and regulations of NASDAQ; and (iii) the filing of the BVI Plan of Merger with the Registrar of Corporate Affairs of the British Virgin Islands pursuant to the BVI Companies Act and related documentation, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not not, individually or in the aggregate have a aggregate, reasonably be expected to prevent or materially impair the ability of Parent Material Adverse Effect. Neither and Merger Sub to consummate the execution Merger and the other transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by Parent or Merger Sub nor do not, and the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (a) conflict with not constitute or result in (i) any breach of any provisions provision of the charter documents respective memoranda and articles of association (or By-Laws similar governing documents) of Parent or SubMerger Sub or any of Parent’s Subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration of an obligation or the creation of any Lien other than Permitted Liens) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument Contract or obligation to which Parent or Merger Sub or any of the Parent Parent’s Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent or Merger Sub or any of the Parent Parent’s Subsidiaries or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not not, individually or in the aggregate have a aggregate, reasonably be expected to prevent or materially impair the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except Subject to receipt of the Parent Stockholder Approval, and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the applicable Company Merger Certificates with, and similar mattersthe acceptance for record of the Company Merger Certificates by, the Indiana Secretary and the DSOS, as applicable, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing applicable Partnership Merger Certificates with, and no acceptance for record of the Partnership Merger Certificates by, the DSOS and the Indiana Secretary, as applicable, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the consummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent, Parent OP or the Parent Significant Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Parent Governing Documents, the Parent OP Governing Documents or the organizational documents of any Parent Significant Subsidiaries, (ii) require any filing by Parent, Parent OP or any Parent Significant Subsidiary with, notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) (I) the consummation by Parent or Sub filing with the SEC of the transactions contemplated by Form S-4 and Proxy Statement/Prospectus, and the Transaction Documentsdeclaration of effectiveness of the Form S-4, except for and (II) the filing with the SEC of such filingsreports under, permitsand other compliance with, authorizations, consents or approvals the failure of which to Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by Parent, Parent OP or any Parent Significant Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancelation or acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent, Parent OP or any of the Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Parent Material Contract to which Parent, Parent OP or any of the Parent Subsidiaries Significant Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent OP or any of the Parent Subsidiaries Significant Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or "blue sky lawssky" Laws, certain state the HSR Act and local regulatory filings relating applicable non-U.S. Laws with respect to health care licensing and similar matterscompetition, and the filing and recordation of an appropriate certificate a Certificate of merger Merger as required by the DGCL and as otherwise set forth in Section 4.8 to the Parent Disclosure Schedule (the "Certificate of MergerParent Required Approvals") in such form as required by, and executed in accordance with the relevant provisions of, the GCL), no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution and delivery by Parent of this Agreement or the Option Agreement or the consummation by Parent or Sub of the transactions contemplated by the Transaction Documentshereby or thereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice does not have, and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect. Effect on Parent. (b) Neither the execution execution, delivery and delivery performance of this Agreement or the Option Agreement, by Parent or Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby and thereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective certificates of incorporation or By-Laws bylaws (or similar governing documents) of Parent or Subany of Parent's subsidiaries, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration of an obligation or the loss of any material benefit, or the creation of any Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Parent's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) (assuming receipt of all Parent Required Approvals) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent or any of the Parent Subsidiaries Parent's subsidiaries or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which that have not had, and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. Except for in connection or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976 (xxx "XXX Xxx")the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act of 1933, as amended (the "“Securities Act"”), (c) filings or approvals required under state securities or “blue sky” laws, (d) the Securities Exchange right of first refusal (the “MSV ROFR”) or the tag-along provisions (the “MSV Tag-Along”) of the MSV Stockholders’ Agreement and (e) the Communications Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersamended, and the filing rules, regulations or policies of an appropriate certificate of merger the Federal Communications Commission and any successor thereto (the "Certificate of Merger"“FCC”) in such form as required by, and executed in accordance with the relevant provisions of(collectively, the GCL“Communications Laws”), no filing withneither the execution and delivery of this Agreement, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by 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 Transaction organizational documents of Blocker Corporation, (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 Blocker Corporation or its properties or assets, including, but not limited to, the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, except for such filingsif necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filings pursuant to the Registration Rights Agreement and this Agreement under the Securities Act, consents (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to be made or obtained would not individually or Blocker Corporation in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Blocker Corporation or Sub nor the consummation by Parent or Sub Blocker Corporation of the transactions contemplated hereby, nor compliance by Parent except for such consents, authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Blocker Corporation Material Adverse Effect.

Consents and Approvals; No Violations. Except (i) The execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, including the Merger, require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) the filing of any required applications, filings and notices, as applicable, with the New York Stock Exchange (“NYSE”) (B) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as provided in Section 18-209 of the DLLCA, (C) the filing of applications or notices, and approvals or expiration of applicable waiting periods, required under the HSR Act, (D) compliance with applicable requirements of FINRA (including the submission by the Company and FINRA approval of the FINRA Application (the “FINRA Approval”)), (E) the filing of amendments to the Uniform Application for Investment Advisor Registration on Form ADV of Harvest Capital Strategies LLC, JMP Asset Management LLC and HCAP Advisors LLC (the “Company Investment Advisor Subsidiaries”) and amendments to the Uniform Application for Broker-Dealer Registration on Form BD of the Company Broker-Dealer Subsidiary following the consummation of the Merger, (F) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act, including (1) the filing of an information statement of the type contemplated by Rule 14a-101 under the Exchange Act of 0000 (xxx "XXX Xxx"), containing the Securities Act of 1933, as amended (the "Securities Act"), information specified in Schedule 14A under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), state or foreign laws relating related to takeoversthe Merger, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, this Agreement and the filing of an appropriate certificate of merger Voting Agreement (the "Certificate of Merger"“Proxy Statement”) in such form as and (2) confirmation from SEC staff (x) that it has no further comments on the Proxy Statement or (y) that the Company may commence mailing the Proxy Statement and (G) the filings or notices required by, and executed any approvals required under the rules and regulations of the Governmental Authorities set forth on Section 5.1(f)(i)(G) of the Company Disclosure Schedule (the consents, approvals, orders, authorizations, registrations, declarations and filings required under or in accordance connection with any of the relevant provisions offoregoing clauses (A) through (G) above, the GCL, no filing with, “Required Approvals ”) and no permit, (H) any authorization, consent action or approval offiling, the absence of which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the date hereof, other than with respect to ordinary filing times required to obtain FINRA Approval, the Company is not aware of any public body or authority is necessary for reason why the Required Approvals will not be received in order to permit consummation of the Merger on a timely basis. (ii) Assuming the representations set forth in Section 5.2(h) are true, the execution, delivery and performance by the Company of this Agreement and the Voting Agreement and the consummation by Parent or Sub the Company of the transactions contemplated by hereby and thereby, including the Transaction DocumentsMerger, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would do not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will not (aA) conflict with or result in any violation or breach of any provisions provision of the charter Company Certificate of Formation or the Company LLC Agreement or the similar organizational documents or By-Laws of Parent or Subany Subsidiary of the Company, (bB) assuming compliance with the matters referred to in Section 5.1(f)(i) conflict with or result in a violation or breach ofof any applicable Law, (C) assuming compliance with the matters referred to in Section 5.1(f)(i), require any consent by any Person under, constitute a material default, or constitute (an event that, with or without due notice or lapse of time or both) , would constitute a default (material default, under, or give rise to any right of cause or permit the termination, modification, cancellation or acceleration) under, acceleration of any right or obligation or the loss of any benefit to which the Company or any of the termsits Subsidiaries are entitled, conditions or provisions of under (1) any agreement, lease, license, contract, note, bond, mortgage, indenture, license, contract, agreement arrangement or other instrument or obligation to (each a “Contract”), which Parent is a Material Contract, binding upon the Company or any of the Parent its Subsidiaries is a party or by to which any of them their respective properties, rights or other assets are subject or (2) any Company Permit governing the operation of the business of the Company or any of their properties or assets may be boundits Subsidiaries, or (cD) violate result in the creation or imposition of any ordermortgage, writlien, injunctionlicense, decreecovenant not to xxx, statutepledge, rule charge, security interest, deed of trust, right of first refusal, easement, or regulation applicable to Parent, similar encumbrance in respect of such property or asset (each a “Lien”) on any property or asset of the Parent Subsidiaries Company or any of their properties or assetsits Subsidiaries, except in the case of clauses (bB), (C) and (cD) for violationsabove, breaches any such violation, breach, conflict, default, right, termination, modification, acceleration, cancellation, loss or defaults which Lien that would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect. (iii) For the purposes of this Agreement:

Consents and Approvals; No Violations. Except as set forth in the Target Disclosure Letter and for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")1933 Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky Blue Sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthe Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the filing of an appropriate certificate of merger as amended (the "Certificate HSR Act"), if any, the filing and recordation of Mergerthe Delaware Merger Certificate, as required by the DGCL, and such filings, authorizations, orders and approvals as may be required under State "control share acquisition", "antitrust" or other similar statutes or regulations, or such filings, authorizations, orders and approvals as may be required under the By-laws of the National Association of Securities Dealers, Inc. ("NASD") in such form as required by, and executed in accordance with the relevant provisions of(collectively, the GCL"Target Required Filings"), no filing or registration with, and no permitconsent, authorization, consent declaration or approval of, any public body governmental body, court, arbitration board, tribunal or authority ("Governmental Entity"), or any third party, is necessary for the consummation execution, delivery and performance by Parent Target of this Agreement or Sub any of the Ancillary Documents or the consummation of the Merger and the other transactions contemplated by this Agreement and the Transaction Ancillary Documents. The Target Disclosure Letter sets forth a true, except for such correct and complete list of all filings, permitsregistrations, consents, authorizations, consents declarations or approvals necessary to consummate the failure of which to be made or obtained would not individually or Merger and the other transactions contemplated by this Agreement and the Ancillary Documents (the "Target Consents"). Except as set forth in the aggregate have a Parent Material Adverse Effect. Neither Target Disclosure Letter, subject to approval by the execution Target Stockholders in accordance with the DGCL, neither the execution, delivery and delivery performance by Target of this Agreement by Parent or Sub any of the Ancillary Documents nor the consummation by Parent or Sub Target of the Merger and the other transactions contemplated hereby, nor compliance by Parent or Sub with any of this Agreement and the provisions hereof, Ancillary Documents will (ai) conflict with constitute any violation or result in any breach of any provisions provision of the charter documents Certificate of Incorporation or By-Laws laws of Parent Target, or Sub, (bii) result in a constitute any -11- violation or breach of any provision of, or constitute a default (or an event which, with or without due the giving of notice or lapse the passage of time or both, would constitute a default) under, or result in the termination or in a default (or give rise to any right of terminationtermination or cancellation of, cancellation or accelerationaccelerate the performance required by, or result in the creation of any lien, pledges, mortgages, deeds of trust, security interests, claims against title, charges, options or other encumbrances ("Encumbrances") upon any of the properties of Target under, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of any noteTarget Contract (as defined below), bondor any franchise, mortgagepermit, indentureconcession, licenseContract, contract, agreement or other instrument instrument, or other obligation to which Parent Target is a party, or by which Target or any of the Parent Subsidiaries its properties is a party bound or by affected except, with respect to this clause (ii), for those which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would could not individually or in the aggregate have a Parent Target Material Adverse Effect.

Consents and Approvals; No Violations. Except for Other than as set forth on Schedule 2.4 of Motient’s disclosure schedule, except in connection with or in order to comply with the applicable requirements provisions of (a) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 1976 (xxx "XXX Xxx")the “HSR Act”) and, if necessary, similar foreign competition or Antitrust Laws, (b) the filing of the Distribution Registration Statement, the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act of 1933, as amended (the "“Securities Act"”), (c) filings or approvals required under state securities or “blue sky” laws, (d) the Securities Exchange Communications Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersamended, and the filing rules, regulations or policies of an appropriate certificate the Federal Communications Commission and any successor thereto (“FCC”) (collectively, the “Communications Laws”) and (e) the right of merger first refusal provisions (the "Certificate “MSV ROFR”) or the tag-along provisions (the “MSV Tag-Along”) of Merger"Sections 8.2(a) in such form or (b) of the Amended and Restated Stockholders’ Agreement (the “MSV GP Stockholders Agreement”) of MSV GP, dated as required byof November 12, 2004, neither the execution and executed in accordance with the relevant provisions ofdelivery of this Agreement, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for nor the consummation by Parent or Sub of the transactions contemplated by 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 Transaction 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 their respective properties or assets, including, but not limited to, the MSV Documents. Except in connection or in order to comply with the applicable provisions of (a) the HSR Act and, except for such filingsif necessary, permitssimilar foreign competition or Antitrust Laws, authorizations(b) the filing of the Distribution Registration Statement, consents the Preferred Registration Statement or pursuant to the Registration Rights Agreement, under the Securities Act, (c) filings or approvals required under state securities or “blue sky” laws, and (d) the failure of which Communications Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory body, authority or administrative agency or commission (collectively, a “Governmental Entity”), is required by or with respect to be made Motient or obtained would not individually or Sub in the aggregate have a Parent Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Parent Motient or Sub nor or the consummation by Parent Motient or Sub of the transactions contemplated hereby, nor compliance by Parent except for such consents, authorizations, filings, approvals and registrations which, if not obtained or Sub with any of the provisions hereofmade, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Motient Material Adverse Effect.

Consents and Approvals; No Violations. Except None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any of the other Transactions or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) contravene, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary 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 Exchange Act, (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger and the Parent Charter Amendments, (iii) such filings with the SEC as may be required to be made by Parent, including the Joint Proxy Statement and the Form S-4, (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended amended, (v) such filings as may be required under the "Securities Act")rules and regulations of the NYSE in connection with this Agreement or the Merger, the Securities Exchange Act of 1934, or (vi) such filings as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain may be required in connection with state and local regulatory filings relating to health care licensing and similar matterstransfer Taxes), and the filing of an appropriate certificate of merger (the "Certificate of Merger"c) in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of or any provisions loss of any benefit or material increase in any cost or obligation of the charter documents or By-Laws of Parent or Subany Parent Subsidiary under, (b) or result in a modification, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Lease or Parent Mortgage Agreement, mortgage(d) violate any Order or Law applicable to Parent, indenture, license, contract, agreement or other instrument or obligation to which Parent Merger Sub or any of the Parent Subsidiaries is a party or by which any of them Subsidiary or any of their properties respective properties, assets or assets may be boundoperations, or (ce) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule or regulation applicable to Lien (other than a Parent Permitted Lien) on any asset of Parent, any of the Parent Subsidiaries Merger Sub or any of their properties or assets, Parent Subsidiaries; except in the case each of clauses (b) and ), (c), (d) for or (e) where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults which has not had and would not individually or in the aggregate reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth in Section 5.5 of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Parent Disclosure Letter, none of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by each of Parent and Merger Sub, the performance of or Sub nor compliance with this Agreement by each of Parent and Merger Sub, the consummation by Parent or and Merger Sub of the transactions contemplated hereby, nor Merger or any other Transaction or compliance by Parent or and Merger Sub with any of the provisions hereof, of this Agreement will (a) assuming receipt of the Parent Shareholder Approval, conflict with or with, result in any breach of or violate any provisions of the charter documents or By-Laws provision of Parent Governing Documents or Subthe comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity (except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with any applicable requirements of the Exchange Act and the Securities Act, (ii) any filings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, (iv) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (v) such filings as may be required in connection with state and local transfer Taxes), (c) require any consent or approval under, result in a any modification, violation or breach ofof or any loss of any benefit or increase in any cost or obligation of any Parent Party under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a default (of, or give rise to any right of terminationpurchase, cancellation first offer or acceleration) underforced sale under or result in the creation of a Lien on any property or asset of a Parent Party or any other Parent Subsidiary pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Parent Agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Lease or (cd) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Parent, any of the Parent Subsidiaries Merger Sub or any of their respective properties or assets, ; except in the case respect of clauses (b) and ), (c) for or (d) where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or defaults which Liens have not had, and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities HSR Act"), the rules of the National Association of Securities Exchange Act of 1934Dealers, as amended Inc. (the "Exchange ActNASD"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, IVP Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by IVP of this Agreement or the consummation by Parent or Sub IVP of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on IVP. Neither Except as set forth in Section 2.6 of the execution IVP Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub IVP nor the consummation by Parent or Sub IVP of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubIVP, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries IVP is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries IVP or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on IVP.

Consents and Approvals; No Violations. Except for Assuming (i) the filings required under the Antitrust Laws as set forth on Schedule 4.4 of the Company Disclosure Letter are made and the applicable waiting periods thereunder have been terminated or have expired, (ii) the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversthe Proxy Statement, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersany, and the Offer are met, (iii) the filing of an the Certificates of Merger and other appropriate certificate of merger (the "Certificate of Merger") in such form documents, if any, as required byby the MGCL or the DGCL, are made, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or (iv) approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated Merger and this Agreement by the Transaction Documentsstockholders of the Company, except for such filingsif required by the MGCL or the DGCL, permitsis received, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or and Sub nor and the consummation by Parent or and Sub of the transactions contemplated hereby, nor compliance by hereby and thereby shall not (w) violate or conflict with any provision of the Articles of Association of Parent or Sub with any the Certificate of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents Incorporation or By-Laws of Parent or Sub, (bx) violate or conflict with any statute, ordinance, rule, regulation, order or decree of any Governmental Entity applicable to Parent or Sub or by which either of their respective properties or assets may be bound, (y) require any filing with, consent or approval of, Permit from, or the giving of any notice to, any Governmental Entity or (z) result in a violation or breach of, or 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), result in the creation of any Lien upon any of the properties or assets of the Parent or Sub 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, Permit, agreement, contract, agreement arrangement, lease or other instrument or obligation to which Parent or Sub or any of the Parent their Subsidiaries is a party party, or by which any of them such Person or any of their its properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except other than in the case of clauses (by) and (c) for violationsz), breaches any such violation, breach, conflict, default, right of termination, cancellation, payment, acceleration, other right or defaults which 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 would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse EffectEffect on Parent or Sub.

Consents and Approvals; No Violations. (a) Except for (i) compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (and the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing with the Registrar of Companies of the Cayman Islands of the Plan of Merger as required by the Companies Act, (iv) such filings with the SEC as may be required to takeoversbe made by Parent and Merger Sub in connection with this Agreement and the Transactions, if applicableincluding the filing of the Schedule 13E-3, state securities or blue sky laws, certain and (v) such filings as may be required in connection with state and local regulatory filings relating to health care licensing transfer Taxes, neither the execution, delivery or performance of this Agreement by Parent and similar matters, and Merger Sub nor the consummation by them of the Transactions will require any filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing or registration with, and no permitnotification to, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Governmental Entity. (b) Neither the execution and execution, delivery or performance of this Agreement by Parent or Xxxxxx and Merger Sub nor the consummation by Parent or Sub them of the transactions contemplated hereby, nor compliance by Parent or Sub with Transactions will (i) violate any provision of the provisions hereof, will memorandum and articles of association (aor equivalent organizational documents) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Merger Sub, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractContract, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any of the Parent its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, bound or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Merger Sub or any of the Parent its Subsidiaries or any of their respective properties or assets, ; except in the case of clauses clause (b) and (cii) for such violations, breaches breaches, defaults, terminations, cancellations or defaults which accelerations that would not individually or in the aggregate be reasonably expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for Subject to the receipt of the Required Parent Shareholder Approval, the filing of the Domestication documents, the filing of the First Certificate of Merger, the filing of the Second Certificate of Merger, the filing of any Parent SEC Documents and the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and assuming the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, truth and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub accuracy of the transactions contemplated by Company’s representations and warranties contained in Section 3.5 and the Transaction Documentsrepresentations and warranties of the Company and the Equity Holders contained in any Ancillary Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Parent or any Ancillary Agreement to which Parent, Merger Sub I or Merger Sub II is a party nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, thereby will (a) conflict with or result in any material breach of any provisions provision of the charter documents Governing Documents of Parent, Merger Sub I or By-Laws of Parent or SubMerger Sub II, (b) require any material filing with, or the obtaining of any material consent or material approval of, any Governmental Entity by Parent, Merger Sub I or Merger Sub II, (c) result in a material violation of or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any material right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indentureother evidence of indebtedness, guarantee, license, agreement, lease or other material contract, agreement or other instrument or obligation to which Parent Parent, Merger Sub I or any of the Parent Subsidiaries Merger Sub II is a party or by which any of them Parent, Merger Sub I or Merger Sub II or any of their properties or respective assets may be bound, or (cd) violate in any order, writ, injunction, decree, statute, rule or regulation material respect any material Law applicable to Parent, any of the Parent Subsidiaries Merger Sub I or any of their properties or assetsMerger Sub II, except except, in the case of clauses (b), (c) and (cd) of this Section 4.4, for violations, breaches or defaults violations which would not individually prevent or in delay the aggregate have consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent, Merger Sub I or Merger Sub II is a Parent Material Adverse Effectparty, including the payment of the Merger Consideration and other amounts to be paid or caused to be paid by Parent, Merger Sub I or Merger Sub II at the Closing.

Consents and Approvals; No Violations. Except as disclosed on SCHEDULE 3.4 hereto, and except for the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")DGCL, the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT" or "1933 ACT"), state securities or blue sky laws of the Securities Exchange various states of the United States, Israeli corporate and securities laws and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended (the "Exchange ActH-S-R ACT"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no material filing with, and no material permit, authorization, consent or approval of, any public or governmental body or authority is necessary for the consummation by Parent or Sub Delta and Purchaser of the transactions contemplated by the Delta Transaction Documents. Except as disclosed on SCHEDULE 3.4 hereto, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither neither the execution and delivery of this Agreement the Delta Transaction Documents by Parent Delta or Sub Purchaser, nor the consummation by Parent Delta or Sub Purchaser of the transactions contemplated herebythereby, nor compliance by Parent Delta or Sub Purchaser with any of the provisions hereofthereof, will (a) conflict with or result in any breach of any provisions provision of the charter documents Articles of Association or By-Laws Memorandum of Parent Association of Delta or Subthe Certificate of Incorporation of Purchaser, (b) violate any order, writ, injunction, decree, statute, rule or regulation, in each case that is material, of any court or federal, state, local or foreign body or authority, or any nongovernmental self-regulatory organization or agency to which Delta, its Subsidiaries, or any of their properties or assets may be subject except for violations or breaches which would not in the aggregate have a Material Adverse Effect, or (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in the loss of any material benefit under or give rise to any right of termination, cancellation cancellation, acceleration or acceleration) change in the award, grant, vesting or determination under, or result in the creation of any lien, charge, security interest or encumbrance upon any of the respective properties or assets of Delta or any of its Subsidiaries, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, agreement lease, agreement, arrangement or other instrument or obligation obligation, in each case that is material, to which Parent Delta or any of the Parent its Subsidiaries is a party or by which Delta or any of them its Subsidiaries or any of their respective properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effectaffected.

Consents and Approvals; No Violations. Except for applicable requirements of (i) filings ------------------------------------- - required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 0000 in connection with this Agreement and the transactions contemplated hereby, including the Tender Offer Statement on Schedule TO (xxx "XXX XxxSchedule TO"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and ii) the filing of an a Pre-Merger Notification and -- Report Form by the Parent under the HSR Act, and such filings as may be required under any other Antitrust Laws, (iii) the filing and recordation of appropriate certificate of --- merger (the "Certificate of Merger") in such form documents as required by, and executed in accordance with the relevant provisions of, by the GCL, (iv) filings under the securities or -- blue sky laws or takeover statutes of the various states, (v) filings in - connection with any applicable transfer or other taxes in any applicable jurisdiction and (vi) such filings as are disclosed in the Company Disclosure -- Letter, no filing with, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the consummation by the Parent or Sub and the Purchaser of the transactions contemplated by the Transaction Documentsthis Agreement, except for such filings, permits, authorizations, consents or approvals the failure to make or obtain which would materially impair the ability of which the Parent or the Purchaser to be made perform their respective obligations hereunder or obtained would not individually or in to consummate the aggregate have a Parent Material Adverse Effecttransactions contemplated hereby. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, hereby nor compliance by the Parent or Sub the Purchaser with any of the provisions hereof, hereof will (ai) conflict with or result in any breach violation of any provisions provision of the charter - organizational documents or By-Laws of the Parent or Subthe certificate of incorporation or by-laws of the Purchaser, (bii) result in a violation or breach of, or constitute -- (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Liens upon any of the properties or assets of the Parent or the Purchaser or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Parent or the Purchaser or any of the Parent Subsidiaries their subsidiaries is a party party, or by which any of them or any of their respective properties or assets is bound, or (iii) violate any statute, rule, regulation, --- order, injunction, writ or decree of any Governmental Entity applicable to the Parent or the Purchaser or any of their subsidiaries or by which any of their respective properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of excluding from the Parent Subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii) and (ciii) for conflicts, violations, breaches or defaults which would not -- --- not, either individually or in the aggregate have a Parent Material Adverse Effectaggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) Except for (i) the filing with the SEC of the preliminary proxy statement and the Proxy Statement, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to Ohio Law, (iii) the Shareholder Approval and (iv) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 of, (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), A) the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), (B) the Securities Act (as defined below), (C) the rules and regulations of the New York Stock Exchange, and (D) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and any foreign antitrust or competition Laws, no consents or approvals of, or filings, declarations or registrations with, any national, supranational, federal, state or local court, administrative or regulatory agency or commission or other governmental authority or instrumentality, domestic or foreign laws relating to takeovers(each a “Governmental Entity”), if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is are necessary for the consummation by Parent or Sub the Company of the transactions contemplated by the Transaction DocumentsTransactions, except for other than such other consents, approvals, filings, permitsdeclarations or registrations that, authorizationsif not obtained, consents or approvals the failure of which to be made or obtained given, would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent Material Adverse Effect. Neither . (b) Except as set forth in Section 3.3(b) of the Company Disclosure Letter, neither the execution and delivery of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated herebyTransactions, nor compliance by Parent or Sub the Company with any of the terms or provisions hereof, will (ai) conflict with or violate any provision of the Company’s Second Amended and Restated Articles of Incorporation or its Second Amended and Restated Regulations or any of the similar organizational documents of any of its Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.3(a) are duly obtained, (x) violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in any breach the loss of any provisions of the charter documents material benefit under, constitute a default (or By-Laws of Parent or Suban event which, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (right to termination or give rise to cancellation under, accelerate the performance required by, or result in the creation of any right Encumbrance upon any of termination, cancellation the respective properties or acceleration) assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contractlease, agreement or other instrument or obligation to which Parent the Company or any of the Parent its Subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be boundbound or affected, or (c) violate any orderexcept, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses clause (bii) and (c) above, for such violations, breaches conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or defaults which would not Encumbrance creations which, individually or in the aggregate aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")a) The execution, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state delivery and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery performance of this Agreement by each of Parent or and Merger Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, do not and will not (ai) conflict with or violate the respective certificate of incorporation or by-laws (or similar organizational documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) of this Section have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law or Order applicable to Parent or Merger Sub or by which either of them or any of their respective properties are bound, or (iii) result in any breach or violation of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute a default (or an event which with or without due notice or lapse of time or bothboth would become a default) or result in any payment, the loss of a default (benefit or right under, or give rise to any right of termination, cancellation cancellation, amendment or acceleration) underacceleration of, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which any of them Parent or Merger Sub or its or any of their respective properties or assets may be are bound, or (c) violate any orderexcept, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (bii) and (c) iii), for violationsany such conflict, breaches violation, breach, default, loss, termination, cancellation, amendment or defaults acceleration or other occurrence which would not individually prevent or materially impair the ability of Parent and Merger Sub to consummate the Transactions. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation of the Transactions, including the Merger, by Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, except for (i) applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder, the HSR Act, and state securities, takeover and “blue sky” Laws, (ii) the applicable requirements of NYSE, (iii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) the applicable requirements of Foreign Antitrust Laws set forth in Section 3.3(b) of the aggregate have a Company Disclosure Letter, and (v) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not impair the ability of Parent Material Adverse Effectand Merger Sub to consummate the Transactions.

Consents and Approvals; No Violations. (a) Except for (i) the filing of applications and notices, as applicable, with the Federal Reserve Board under the BHC Act and under HOLA, and/or with the OTS under HOLA or with the OTS under the Bank Merger Act or the OCC under the Change in Bank Control Act, as applicable, and the approval of such applications by the Federal Reserve Board, OTS or OCC, as applicable, (ii) the filing of applications and notices, as applicable, with the state regulatory authorities governing consumer finance, mortgage lending and insurance in the states in which the Company operates its business or the filing of applications and notices with federal housing related authorities, and the approval of such applications by such authorities, (iii) the filing of applications and notices, as applicable, with the foreign governmental authorities regulating consumer finance, mortgage lending and insurance in the foreign jurisdictions in which the Company operates its business, including, without limitation, the Bank of England and The Minister of Finance and the Department of Enterprise and Employment (Insurance Division) of Ireland, and the approval of such applications by such authorities, (iv) the filing of notification and report forms with the United States Federal Trade Commission and the United States Department of Justice under the HSR Act and the expiration or termination of any applicable requirements waiting period thereunder, (v) the filing of applications and notices, as applicable, with foreign governmental authorities under the Foreign Competition Laws, and the approval of such applications by such authorities, if required, (vi) the filing with the SEC of a proxy statement in definitive form relating to the meetings of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Company's stockholders and Acquiror's stockholders to be held in connection with this Agreement and the transactions contemplated hereby (the "Merger Proxy Statement") and the filing and declaration of 0000 effectiveness of the registration statement on Form S-4 relating to the shares of Acquiror Common Stock to be issued in the Merger in which the Merger Proxy Statement will be included as a prospectus (xxx the "XXX XxxRegistration Statement"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and vii) the filing of an appropriate certificate of merger (the "Certificate of MergerMerger with the Secretary of State of the State of Delaware pursuant to the DGCL, (viii) the approval of the listing of the Acquiror Common Stock to be issued in the Merger on the NYSE, and (ix) the consents of third parties under the Contracts (as defined below) listed in Section 5.4(a)(ix) of the Company Disclosure Schedule, no notices to, consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each, a "Governmental Entity") or with any self-regulatory authority or with any third party are necessary in such form as required by, and executed in accordance connection with the relevant provisions of, execution and delivery by the GCL, no filing with, Company of this Agreement and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub the Company of the transactions contemplated by the Transaction Documentshereby, except for such filingsnotices, permitsconsents, authorizationsapprovals, consents filings or approvals registrations, the failure of which to be made or obtained would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the Company or on the ability of the Acquiror, following the Effective Time, to conduct the business of the Company as presently conducted. The notices, consents or approvals, filings or registrations, and expirations or terminations of waiting periods referred in clauses 5.4(a)(i) through 5.4(a)(v) are hereinafter referred to as the "Requisite Regulatory Approvals". As of the date hereof, the Company knows of no reason why all Requisite Regulatory Approvals should not be obtained. (b) Neither the execution and delivery of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the charter documents certificate of incorporation or Byby-Laws laws of Parent the Company or Subthe certificate of incorporation or by-laws of any of the Company's subsidiaries; (ii) subject to the obtaining the consents listed in Section 5.4(a)(ix) of the Company Disclosure Schedule and except as set forth in Section 5.4(b)(ii) of the Company Disclosure Schedule, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation (collectively, "Contracts") to which Parent the Company or any of the Parent Subsidiaries Company's subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound; (iii) result in a violation or breach of, or constitute (cwith or without due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any Company License (as hereinafter defined); or (iv) subject to giving the notices, making the filings or registrations or obtaining the consents or approvals referred to in paragraph (a) above, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Company, any of the Parent Subsidiaries Company's subsidiaries or any of their respective properties or assets, except except, in the case of clauses (bii), (iii) and (c) iv), for violations, breaches or defaults which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the Company or on the ability of the Acquiror, following the Effective Time, to conduct the business of the Company as presently conducted.

Consents and Approvals; No Violations. Except for applicable requirements Neither the execution, delivery and performance of this Agreement by the Company, nor the consummation by the Company of the Xxxxtransactions contemplated hereby, will (i) conflict with or result in any breach of any provisions of the charter, By-laws or other organizational documents of the Company or the organizational documents of any of its Subsidiaries, (ii) require a filing with, or a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or administrative agency or commission (a "Governmental Entity"), except in connection with or in order to comply with the applicable provisions of the Hart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 0000 1976, as amended (xxx the "XXX XxxHSR Act"), for the filing of a registration statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act") with respect to Preferred Securities (and the related subordinated debentures and guarantee of Parent), the Securities Exchange Act Parent Common Stock and the HealthAxis Common Stock to be offered to the Company stockholders, the filing of 1934, as amended (the "Proxy Statement-Prospectus under the Exchange Act"), state filings or foreign laws relating to takeovers, if applicable, approvals required under state securities or "blue sky sky" laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Subthe National Association of Securities Dealers (the "NASD") and the filing and recordation of a Certificate of Merger as required by the DGCL, (biii) except as set forth on Schedule 4.4 hereto, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind or right of others of whatever nature ("Liens"), on any property or asset of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation (each, a "Contract") to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them it or any of their its properties or assets may be bound, bound or (civ) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Parent, the Company or any of the Parent its Subsidiaries or any of their properties or assets, except except, in the case of clauses (bii), (iii) and (c) for iv), where failures to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults which or Liens would not individually or have, in the aggregate have aggregate, a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) filings pursuant to the HSR Act and any required filings or notifications under any foreign antitrust or competition laws, (b) applicable requirements of and filings with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), SEC under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and (c) the filing of an appropriate certificate of merger (the "Certificate of Merger", (d) approvals or filings under Insurance Laws as set forth in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Section 5.4 of the transactions contemplated by Parent Disclosure Letter (the Transaction Documents“Parent Insurance Approvals”) and (e) any consents, except for such filingsapprovals or filings referred to in Section 5.4 of the Parent Disclosure Letter, permitsneither the execution, authorizations, consents delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery performance of this Agreement by Parent or and Merger Sub nor the consummation by Parent or and Merger Sub of the transactions contemplated herebyMerger or the other Transactions will (i) conflict with, nor compliance by Parent violate or Sub constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancelation or acceleration) under any provision of the provisions hereof, will certificate of incorporation or by-laws (aor equivalent organizational documents) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Merger Sub, (bii) assuming that the consents, approvals and filings referred to herein and in the Parent Disclosure Letter are duly obtained and/or made, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or give rise to a right of termination, cancelation or acceleration of any obligation, or to loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent its Subsidiaries is a party party, (iii) assuming that the consents, approvals, and filings referred to herein and in the Parent Disclosure Letter are duly obtained and/or made, conflict with, violate or by which give rise to a right to challenge the Transactions under, any of them Law applicable to Parent or any of their properties its Subsidiaries or assets may be bound(iv) require on the part of Parent or Merger Sub any filing or registration with, notification to, or (c) violate any orderauthorization, writ, injunction, decree, statute, rule consent or regulation applicable to Parentapproval of, any of the Parent Subsidiaries or any of their properties or assets, Governmental Entity; except in the case of clauses (bii), (iii) and (civ) for such violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not not, individually or in the aggregate aggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) The execution, delivery and performance by each of DCC, DCC Brazil and DCC Alloy of this Agreement and the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersAncillary Agreements, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub each of DCC, DCC Brazil and DCC Alloy of the transactions contemplated hereby and thereby require no action by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. respect of, or notice to or filing with, any Governmental Authority other than compliance with any applicable requirements of any antitrust or similar Laws. (b) Neither the execution execution, delivery or performance by each of DCC, DCC Brazil and delivery DCC Alloy of this Agreement by Parent or Sub the applicable Ancillary Agreements, nor the consummation by Parent or Sub each of DCC, DCC Brazil and DCC Alloy of the transactions contemplated hereby, hereby or thereby nor compliance by Parent each of DCC, DCC Brazil or Sub DCC Alloy with any of the provisions hereof, hereof or thereof will (ai) conflict with or result in any breach of any provisions of the charter organizational and governing documents of DCC, DCC Brazil or By-Laws of Parent or SubDCC Alloy, (bii) conflict with or result in a any violation of any provision of any Law binding upon or applicable to DCC, DCC Brazil or DCC Alloy, (iii) require the consent, approval or authorization of, or notice to or filing with, any Third Party with respect to, result in any violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, amendment, or acceleration) under, any of the terms, conditions or provisions acceleration of any note, bond, mortgage, indenture, license, contract, agreement or other instrument right or obligation of DCC, DCC Brazil or DCC Alloy or to which Parent a loss of any benefit to DCC, DCC Brazil or DCC Alloy) under any provision of the Parent Subsidiaries is a party any Contract binding upon DCC, DCC Brazil or by which any of them or any of their properties or assets may be bound, DCC Alloy or (civ) violate result in the creation or imposition of any orderLien (other than Permitted Liens) on any asset of DCC, writ, injunction, decree, statute, rule DCC Brazil or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assetsDCC Alloy, except in the case of clauses (bii), (iii) and (civ) for such conflicts, violations, breaches breaches, defaults, rights or defaults which losses, or the failure to obtain any such consents or approvals or to provide such notices or make such filings, that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Parent DCC Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings and approvals relating to health care licensing and similar matters, and the filing of an appropriate certificate Articles of merger (the "Certificate of Merger") Merger in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub of this Agreement and the other Transaction Documents to which either of them is a party, nor the consummation by Parent or Sub of the transactions contemplated herebyhereby and thereby, nor compliance by Parent or Sub with any of the provisions hereofhereof or thereof, will (a) conflict with or result in any breach of any provisions of the charter documents or Byby-Laws laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, note bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or and approvals as may be required under, and other applicable requirements of, the failure Securities Act, the Exchange Act and the DGCL (all of which to be shall have been made or obtained would not on or before the Preliminary Exchange Closing Date and the Merger Closing Date), the execution and delivery by HC and Newco of this Agreement and the Merger Agreement do not, and the consummation by HC and Newco of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default (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 to loss of a material benefit under (i) any provision of the Certificate of Incorporation or Bylaws of HC or Newco, or (ii) any mortgage, indenture, lease, or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to HC or Newco or their respective properties or assets, other than any such conflicts, violations, defaults, terminations, cancellations or accelerations which individually or in the aggregate would not have a Parent Material Adverse Effectmaterial adverse effect on the business of HC and Newco taken as a whole. Neither No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to HC or Newco in connection with the execution and delivery of this Agreement or the Merger Agreement by Parent HC and Newco or Sub nor the consummation by Parent HC and Newco of the transactions contemplated hereby or Sub thereby, except (i) the filing and effectiveness of the Proxy Statement under the Exchange Act, (ii) the filing and effectiveness of the Registration Statement with the Commission in connection with the issuance of the Merger Shares pursuant to the Merger and the Initial Member Shares, the 1997 Note Shares and the Additional Shares pursuant to or in connection with the Exchange, which Registration Statement shall include the Proxy Statement, (iii) the filing of such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, nor compliance by Parent or Sub with any (iv) the filing of the provisions hereofCertificate of Merger of the Merger Agreement and officers' certificates with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which HC or Newco is qualified to do business, will (av) conflict with or result in any breach such consents, approvals, orders, authorizations, registration, declarations and filings as may be required under applicable state securities laws and the laws of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) foreign country and (cvi) for violationssuch other consents, breaches authorizations, filings, approvals and registrations which if not obtained or defaults which made would not individually or in the aggregate have a Parent Material Adverse Effectmaterial adverse effect on the business of HC and Newco taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements of (i) compliance with the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 0000 1976, as xxxxxxx (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities XXR Act"), and the rules promulgated thereunder, (ii) compliance with the Consent Order dated October 7, 2002, of the Federal Trade Commission in the Matter of Libbey Inc. and Newell Rubbermaid Inc., FTC File No. 011-0194, FTC Dockex Xx. 9301, (iii) the notification before the Mexican Competition Commission (COMISION FEDERAL DE COMPETENCIA) pursuant to the Mexican Federal Economic Competition Law (LEY FEDERAL DE COMPETENCIA ECONOMIOCA; the "Mexican Competition Law"), (iv) other applicable merger control or similar laws, (iv) filings that may be required by Seller under the Securities Exchange Act of 1934, as amended amended, and (vi) as set forth on SCHEDULE 4.4, the execution by Seller of this Agreement and the consummation by Seller and its Subsidiaries of the transactions contemplated hereby (a) will not violate the provisions of the certificate of incorporation, the bylaws or any other similar organizational instrument of Seller, any Acquired Company or any Asset Seller; (b) will not violate any law, statute, ordinance, code, Permit, rule, regulation, order, decree or notice (collectively, "Exchange ActLaws")) of any foreign, federal, state or foreign laws relating to takeoverslocal governmental, if applicablequasi- governmental or regulatory body, state securities department, bureau, office, administrative agency, court or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger authority (the "Certificate of MergerGovernmental Authority") in such form as required byby which Seller, and executed in accordance with any Acquired Company or any Asset Seller is bound or by which any of the relevant provisions of, the GCL, no filing with, and no permit, authorization, Purchased Assets is bound; (c) will not require any consent or approval of, or the giving of any public body notice to, or authority filing with, any Person on, prior to or subsequent to the Closing Date; PROVIDED, that this clause (c) does not relate to Real Property, which is necessary for the consummation by Parent or Sub subject solely of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which SECTION 4.9; and (d) without giving effect to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereofSECTION 3.3, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) not result in a violation or breach of, or 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) underunder any Business Contract, or result in the creation of any lien, encumbrance, restriction, security interest or claim of any kind and character ("Encumbrances") upon any of the termsPurchased Shares or Purchased Assets, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of excluding from the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or foregoing clauses (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (cd) for Permits, consents, notices and filings the absence of which, and violations, breaches breaches, defaults, rights, conflicts or defaults which Encumbrances the existence of which, would not individually or in the aggregate have and would not be reasonably expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, authority or other entity (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 transactions contemplated hereby, except (i) as set forth in Section 5.4 of the Company Disclosure Schedule; (ii) pursuant to the applicable requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder the “Securities Act”) and the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder the “Exchange Act”); (iii) the filing of the Certificate of Merger pursuant to the DGCL; (iv) compliance with any applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities “HSR Act"”), the Securities Exchange Act ; (v) compliance with any applicable requirements of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state rules and local regulatory filings relating regulations in other foreign jurisdictions governing antitrust or merger control matters; or (vi) where the failure to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in obtain such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice does not have and would not reasonably be expected to have, either individually or in the aggregate have aggregate, a Parent Company Material Adverse Effect. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will hereby will: (aA) conflict with or result in any breach breach, violation or infringement of any provisions provision of the charter documents respective certificate of incorporation or By-Laws Bylaws (or similar governing documents) of Parent the Company or Sub, of any its Subsidiaries; (bB) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation obligation, whether written or oral (each a “Contract”), to which Parent the Company or any of the Parent its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, ; (C) change the rights or obligations of any party under any Contract; or (cD) violate or infringe any order, writ, injunction, judgment, arbitration award, agency requirement, decree, law, statute, ordinance, rule or regulation regulation, concession, franchise, permit, license or other governmental authorization or approval (each a “Law”) applicable to Parent, the Company or any of the Parent its Subsidiaries or any of their respective properties or assets, except in the case of clauses (bB), (C) and or (cD) for breaches, violations, breaches infringements, defaults or defaults changes which would not not, individually or in the aggregate aggregate, reasonably be expected to have a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for all filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Exchange Act of 0000 1934, as amended (xxx the "XXX XxxEXCHANGE ACT"), the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Securities Exchange Hart-Scott-Rodino Antitrust Improvements Act of 1934MA111ECA.WPD - 00 - 1976, as amended (the "Exchange ActHSR ACT"), state or foreign laws relating to takeovers, if applicable, the state securities or "blue sky sky" laws, certain state takeover laws, and local regulatory filings relating to health care licensing and similar matters, except for the adoption of this Agreement by the stockholders of LandCare and the filing of an appropriate the certificate of merger (the "Certificate of Merger") in such form as required byby Delaware Law, and executed in accordance with neither the relevant provisions ofexecution, the GCL, no filing with, and no permit, authorization, consent delivery or approval of, any public body or authority is necessary for performance of this Agreement nor the consummation by Parent or Sub LandCare of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, hereby nor compliance by Parent or Sub LandCare with any of the provisions hereof, will hereof will: (a) conflict with or result in any breach of any provisions provision of the charter certificate of incorporation or bylaws or similar organizational documents of LandCare or By-Laws of Parent or Sub, any of its Subsidiaries; (b) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, commission or agency (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 LandCare and its Subsidiaries taken as a whole and would not, or would not be reasonably likely to, materially impair the ability of LandCare, ServiceMaster or Merger Subsidiary to consummate the transactions contemplated by this Agreement; (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness (collectively, the "DEBT INSTRUMENTS"), lease, license, contract, agreement or other instrument or obligation to which Parent LandCare or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundbound (a "LANDCARE AGREEMENT"), except for any violation, breach or default which would not have a material adverse effect on LandCare and its Subsidiaries taken as a whole; (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentLandCare, any of the Parent its Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults any violation which would not individually or have a material adverse effect on LandCare and its Subsidiaries taken as a whole; or (e) result in the aggregate creation or imposition of any mortgage, lien, pledge, charge, encumbrance or other security interest on any asset of LandCare or any of its Subsidiaries, except for any such results which would not have a Parent Material Adverse Effectmaterial adverse effect on LandCare and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the HSR Act), the rules of the National Association of Securities Dealers, Inc. ("Securities ActNASD"), the Securities Exchange Act filing and recordation of 1934, the Merger Certificate as amended (required by the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersNGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, GLOBAL Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by GLOBAL and MERGER SUB of this Agreement or the consummation by Parent or Sub GLOBAL and MERGER SUB of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on GLOBAL or MERGER SUB. Neither Except as set forth in Section 2.6 of the execution GLOBAL Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub GLOBAL and MERGER SUB nor the consummation by Parent GLOBAL or Sub MERGER SUB of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Certificate of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent GLOBAL or SubMERGER SUB, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries GLOBAL is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries GLOBAL or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on GLOBAL or MERGER SUB.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or state “blue sky lawssky” Laws, certain state and local regulatory filings relating to health care licensing (b) for filing of the Articles of Merger with, and similar mattersthe acceptance for record of the Articles of Merger by, the SDAT, and the filing of an appropriate certificate of merger (the "Partnership Merger Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions ofDSOS, none of the execution, delivery or performance of this Agreement by Parent and Parent OP, the GCLconsummation by Parent and Parent OP of the transactions contemplated hereby or compliance by Parent, no Parent OP or the Parent Significant Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision Parent Governing Documents or the Parent OP Governing Documents, (ii) require any filing by Parent, Parent OP or any Parent Significant Subsidiary with, and no notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Authority, except (A) the consummation by Parent or Sub filing with the SEC of (1) the Form S-4 and Proxy Statement/Prospectus, and declaration and effectiveness of the transactions contemplated by Form S-4, and (2) such reports under, and other compliance with, the Transaction Documents, except for such filings, permits, authorizations, consents or approvals Exchange Act (and the failure of which to rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be made or obtained would not individually or required in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Parent or Sub nor the consummation by Parent or Sub of and the transactions contemplated hereby, nor compliance by Parent or Sub with any (B) as may be required under the rules and regulations of the provisions hereofNYSE, will and (aC) conflict such filings as may be required in connection with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubTransfer Taxes, (biii) require any consent or notice under, result in a violation or breach by Parent, Parent OP or any Parent Significant Subsidiary 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 acceleration) under, result in the triggering of any payment or result in the creation of any Encumbrance on any property or asset of Parent, Parent OP or any of the Parent Significant Subsidiaries pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Parent Material Contract to which Parent, Parent OP or any of the Parent Subsidiaries Significant Subsidiary is a party or by which any of them it or any of their its respective properties or assets may be bound, or (civ) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Parent OP or any of the Parent Subsidiaries Significant Subsidiary or any of their its respective properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not not, individually or in the aggregate have have, or would reasonably be expected to have, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for all ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act")of, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoversthe Securities Act of 1933, if applicableas amended ------------ (the "Securities Act"), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of -------------- 1976, as amended (the "HSR Act"), the state securities or "blue sky sky" laws, certain state ------- takeover laws, and local regulatory filings relating to health care licensing and similar matters, except for the adoption of this Agreement by the stockholders of LandCare and the filing of an appropriate the certificate of merger (the "Certificate of Merger") in such form as required byby Delaware Law, and executed in accordance with neither the relevant provisions ofexecution, the GCL, no filing with, and no permit, authorization, consent delivery or approval of, any public body or authority is necessary for performance of this Agreement nor the consummation by Parent or Sub LandCare of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, hereby nor compliance by Parent or Sub LandCare with any of the provisions hereof, will hereof will: (a) conflict with or result in any breach of any provisions provision of the charter certificate of incorporation or bylaws or similar organizational documents of LandCare or By-Laws of Parent or Sub, any of its Subsidiaries; (b) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority, commission or agency (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 LandCare and its Subsidiaries taken as a whole and would not, or would not be reasonably likely to, materially impair the ability of LandCare, ServiceMaster or Merger Subsidiary to consummate the transactions contemplated by this Agreement; (c) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness (collectively, the "Debt ---- Instruments"), lease, license, contract, agreement or other instrument or ----------- obligation to which Parent LandCare or any of the Parent its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundbound (a "LandCare -------- Agreement"), except for any violation, breach or default which would not have a --------- material adverse effect on LandCare and its Subsidiaries taken as a whole; (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentLandCare, any of the Parent its Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for violations, breaches or defaults any violation which would not individually or have a material adverse effect on LandCare and its Subsidiaries taken as a whole; or (e) result in the aggregate creation or imposition of any mortgage, lien, pledge, charge, encumbrance or other security interest on any asset of LandCare or any of its Subsidiaries, except for any such results which would not have a Parent Material Adverse Effectmaterial adverse effect on LandCare and its Subsidiaries taken as a whole.

Consents and Approvals; No Violations. (a) Except for applicable requirements (i) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio pursuant to the OGCL, (ii) the receipt of the Shareholder Approval and (iii) Permits, Orders, filings, declarations and registrations as may be required (A) under the Exchange Act, including the filing with the SEC of the preliminary proxy statement, the Proxy Statement and any related filings under Section 14 of the Securities Exchange Act, (B) under the Securities Act, including pursuant to the Securities Act to deregister the Company’s securities that are registered under the Exchange Act, (C) pursuant to the rules and regulations of the Nasdaq Stock Market (“Nasdaq”), (D) by the SEC, (E) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities “HSR Act"”), and any other applicable Antitrust Laws and FDI Laws and (F) under the Securities Exchange Act Takeover Statutes and state securities and “blue sky” laws, no Permits or Orders of, or filings, declarations or registrations with, any federal, state, provincial, local, municipal, foreign or other governmental body or instrumentality or any court, tribunal, administrative or regulatory agency, governmental or regulatory committee or commission or other similar governmental entity under or for the account of 1934any of the foregoing, as amended including any subdivisions of the foregoing, domestic or foreign (the "Exchange Act"each a “Governmental Entity”), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is are necessary for the consummation by Parent or Sub the Company of the transactions contemplated by the Transaction DocumentsTransactions, except for other than such other Permits or Orders of, or filings, permitsdeclarations or registrations with, authorizationsa Governmental Entity that, consents or approvals the failure of which to be if not obtained, made or obtained given, would not reasonably be expected to, individually or in the aggregate aggregate, have a Parent Company Material Adverse Effect. Effect or prevent or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Transactions by the Outside Date. (b) Neither the execution and delivery of this Agreement by Parent or Sub the Company nor the consummation by Parent or Sub the Company of the transactions contemplated herebyTransactions, nor compliance by Parent or Sub the Company with any of the terms or provisions hereof, will (ai) conflict with or violate any provision of the Articles of Incorporation or its Regulations or any of the similar organizational documents of any of its Subsidiaries or (ii) assuming that the consents, approvals, filings, declarations and registrations referred to in Section 3.3(a) are duly obtained or made, (x) violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets in a material respect, or (y) violate, conflict with, result in any breach the loss of any provisions of the charter documents material benefit under, constitute a default (or By-Laws of Parent or Suban event which, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (right to termination or give rise to cancellation under, accelerate the performance required by, or result in the creation of any right Encumbrance upon any of termination, cancellation the respective properties or acceleration) assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any noteContract or Company Permit, bondexcept, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses clause (bi) (with respect to any of the Company’s Subsidiaries), clause (ii)(x) and clause (cii)(y) above, for such violations, breaches conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or defaults Encumbrance creations which would not reasonably be expected to, individually or in the aggregate aggregate, have a Parent Company Material Adverse EffectEffect or prevent or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Transactions by the Outside Date.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Securities Act, the Exchange Act, state securities or blue sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331916, as amended (the "Securities ‘‘HSR Act"’’), the Securities Exchange Act rules of 1934, as amended the Financial Industry Regulatory Authority (the "Exchange Act"“FINRA”), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, NOHO Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the execution and delivery by NOHO and Dolce Sub Co of this Agreement or the consummation by Parent or NOHO and Dolce Sub Co of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse Effect. Neither Effect on NOHO or Dolce Sub Co. Except as set forth in Section 2.6 of the execution NOHO Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or NOHO and Dolce Sub Co nor the consummation by Parent NOHO or Dolce Sub Co of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent NOHO or SubDolce Sub Co, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries NOHO is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries NOHO or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse Effect.Effect on NOHO or Dolce Sub Co.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state the Hart-Scott-Rodino Axxxxxxxx Xxxxxxxxents Act of 1916, as amended (the ``HSR Act''), the rules of the National Association of Securities Dealers, Inc. ("NASD"), the filing and local regulatory filings relating to health care licensing and similar mattersrecordation of the Merger Certificate as required by the NGCL, and as set forth on Schedule 2.6 of the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, PRTE Disclosure Schedule no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body court or tribunal or administrative, governmental or regulatory body, agency or authority (a "Governmental Entity") is necessary for the execution and delivery by PRTE of this Agreement or the consummation by Parent or Sub PRTE of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained give such notice would not individually or in the aggregate have a Parent Material Adverse EffectEffect on PRTE. Neither Except as set forth in Section 2.6 of the execution PRTE Disclosure Schedule, neither the execution, delivery and delivery performance of this Agreement by Parent or Sub PRTE nor the consummation by Parent or Sub PRTE of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents respective Articles of Incorporation or By-Laws Bylaws (or similar governing documents) of Parent or SubPRTE, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries PRTE is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries PRTE or any of their its properties or assets, except in the case of clauses (bii) and or (ciii) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectEffect on PRTE.

Consents and Approvals; No Violations. Except for applicable requirements (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state transactions contemplated by this Agreement do not and will not require any filing or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing registration with, and no notification to, or authorization, permit, authorization, consent or approval of, or other action by or in respect of, any public body Governmental Entities other than (i) the filing of the Articles of Merger as contemplated by Article II hereof, (ii) compliance with any applicable requirements of the HSR Act or authority is necessary for antitrust or competition Laws of any other applicable jurisdiction, (iii) any filings required under the rules and regulations of the New York Stock Exchange, and (iv) compliance with any applicable requirements of the Securities Act, the Exchange Act and state securities and “blue sky” Laws. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent or and Merger Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by Parent or Sub nor the consummation by Parent or Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, do not and will not (ai) conflict with or result in any breach of any provisions provision of the charter documents articles of incorporation or By-Laws bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, ; (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) loss of benefits under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which Parent or Merger Sub or any of the Parent their Subsidiaries is a party or by which any of them or any of their its properties or assets may be bound, ; or (ciii) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to ParentParent or Merger Sub, any of the Parent their Subsidiaries or any of their properties or assets, except except, in the case of clauses clause (bii) and (c) above, for any violations, breaches breaches, defaults, terminations, amendments, cancellations, accelerations, losses or defaults which creations that would not be reasonably likely, either individually or in the aggregate have a aggregate, to prevent or materially delay the performance by Parent Material Adverse Effector Merger Sub of any of its material obligations under this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, any applicable state securities or blue sky laws, certain state and local regulatory required filings relating to health care licensing and similar matters, with CONASEV and the filing and recordation of an appropriate certificate of merger (the "Certificate of Merger") in such form Merger as required by, and executed in accordance with by the relevant provisions of, the GCLDGCL, no filing withwith or notice to, and no permit, authorization, consent or approval of, any public body or authority Governmental Entity is necessary for the execution and delivery by Parent and Merger Sub of this Agreement or the consummation by Parent or and Merger Sub of the transactions contemplated by the Transaction Documentshereby, except for where the failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made make such filings or obtained would not give such notice, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. Neither the execution execution, delivery and delivery performance of this Agreement by Parent or and Merger Sub nor the consummation by Parent or and Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Sub with any hereby will (i) assuming receipt of the provisions hereofParent Stockholder Approval, will (a) conflict with or result in any breach of any provisions provision of the charter documents certificates of incorporation or By-Laws bylaws (or similar governing documents) of Parent or Merger Sub, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or result in the creation of a Lien on any property or asset of Parent or any of 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, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which any either of them or any of their respective properties or assets may be bound, or (ciii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or Merger Sub or any of their respective properties or assets, except in the case of clauses (bii) and or (ciii) above for violations, breaches breaches, defaults or defaults which would not other occurrences that, individually or in the aggregate aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) The execution and delivery by Parent and Merger Sub of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersthis Agreement do not, and the filing performance of an appropriate certificate its obligations hereunder will not, require any consent, clearance, expiration or termination of merger (the "Certificate of Merger") in such form as required bywaiting periods, and executed in accordance with the relevant provisions waiver, notice, approval, authorization or permit of, the GCLor filing with or notification to, no filing or registration with, any Governmental Entity except for (i) the Governmental Requirements and no permit(ii) any other such consent, clearance, expiration or termination of waiting periods, waiver, notice, approval, authorization, consent permit, filing, notification or approval ofregistration, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made make or obtained would not obtain, individually or in the aggregate aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. Neither the . (b) The execution and delivery by Parent and Merger Sub of this Agreement by Parent or Sub nor do not, and the consummation by Parent or Sub performance of its obligations hereunder will not, (i) violate any provision of the transactions contemplated hereby, nor compliance by Parent or Sub with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws Constituent Documents of Parent or Merger Sub, (bii) result in a violation or breach of any provision of, or 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, acceleration or acceleration) revocation under, any of the termsContract, conditions or provisions of any noteundertaking, bond, mortgage, indenture, license, contract, agreement or other instrument commitment or obligation to which Parent or any of the Parent Subsidiaries Merger Sub is a party or by which any of them or any of their assets or properties or assets may be bound, (iii) result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances) upon any property or asset of Parent or Merger Sub or (civ) assuming all consents, clearances, expirations or terminations of waiting periods, waivers, notices, approvals, authorizations and permits contemplated in Section 6.3(a) have been obtained, and all filings, notifications or registrations in Section 6.3(a) have been made, violate or conflict with any orderApplicable Law, writexcept, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except in the case of clauses (bii), (iii) and (civ) of this Section 6.3(b), for violations, breaches breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or defaults which would not conflicts which, individually or in the aggregate aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) Assuming the truth and accuracy of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act representations and warranties of 0000 (xxx "XXX Xxx"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, and the filing of an appropriate certificate of merger (the "Certificate of Merger") Purchaser set forth in such form as required by, and executed in accordance with the relevant provisions of, the GCLSection 5.3, no filing notices to, filings with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals of any Governmental Entity are necessary for the failure of which to be made execution, delivery or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither the execution and delivery performance by such Seller of this Agreement or the Ancillary Documents to which such Seller is a party or the consummation by Parent such Seller of the transactions contemplated hereby or Sub thereby, except for compliance with and filings under the HSR Act and applicable requirements, if any, of federal securities laws or state “blue sky” laws. (b) Neither the execution, delivery and performance by such Seller of this Agreement or the Ancillary Documents to which such Seller is or will be a party nor the consummation by Parent or Sub such Seller of the transactions contemplated hereby, nor compliance by Parent hereby or Sub with any of the provisions hereof, thereby will (ai) conflict with or result in any breach of any provisions provision of the charter documents or By-Laws of Parent or Subsuch Seller’s Governing Documents, (bii) result in a violation or breach of, or 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 under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, material agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries such Seller is a party or by which any of them or any of their its properties or assets may be bound, or (ciii) violate in any respect any order, writ, injunction, decree, law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over such Seller, or (iv) except with respect to ParentPermitted Liens, result in the creation of any Lien upon the PSP Holdings Company Interests, the PSP Intermediate Company Interests or the Purchased Interests or any property or assets of PSP Holdings, PSP Intermediate or, as of the Parent Subsidiaries or any of their properties or assetsClosing, except Midco Holdings, which in the case of any of clauses (bii), (iii) and or (civ) for violationsabove, breaches or defaults which would not individually or in the aggregate (x) have a Parent Material Adverse Effectmaterial adverse effect on PSP Holdings’, PSP Intermediate’s or, as of the Closing, Midco Holdings’ ownership of or ability to transfer the PSP Holdings Company Interests, the PSP Intermediate Company Interests or the Purchased Interests held by PSP Holdings, PSP Intermediate or, as of the Closing, Midco Holdings, as applicable, or (y) otherwise prevent such Seller from consummating, or materially delay such Seller’s consummation of, the transactions contemplated by this Agreement or the Ancillary Documents in a timely manner, or prevent or materially delay such Seller’s timely performance of its obligations under this Agreement or any of the Ancillary Documents.

Consents and Approvals; No Violations. Except for applicable requirements as set forth in Section 2.03 of the Seller Disclosure Letter and assuming (a) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Improvement Act of 0000 (xxx "XXX Xxx"), the Securities Act of 19331976, as amended (the "Securities “HSR Act"”), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, are made and the filing of an appropriate certificate of merger waiting periods thereunder have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied and (b) the "Certificate of Merger") Governmental Approvals set forth in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub Section 2.03 of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be Seller Disclosure Letter have been made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. Neither obtained, the execution and delivery of this Agreement and the Ancillary Agreements by Parent or Sub nor Seller and, if applicable, its Subsidiaries, and the consummation by Parent or Sub Seller and, if applicable, its Subsidiaries of the transactions contemplated hereby, nor compliance by Parent hereby and thereby do not and will not (i) violate or Sub conflict with any provision of their respective Organizational Documents, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Seller or any of its Subsidiaries in respect of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or SubFoxtail Business, (biii) require any Governmental Approval, or (iv) result in a violation or breach of, or 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) , 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 noteFoxtail Material Contract, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of the Parent Subsidiaries or any of their properties or assets, except excluding in the case of clauses (bii) and through (civ) for above, conflicts, violations, breaches approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults losses which would not reasonably be expected, individually or in the aggregate have a Parent Material Adverse Effectaggregate, to be material to the Foxtail Business. The execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not result in the creation of any Security Interests against the Seller, any of its Subsidiaries, the Acquired Assets or the Assumed Liabilities.

Consents and Approvals; No Violations. (a) Except for applicable requirements (i) the filing of notification and report forms with the United States Federal Trade Commission ("FTC") and the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")) and the expiration or termination of any applicable waiting period thereunder, (ii) the filing of the required forms and letters under the EC Merger Regulation No. 139/2004 with the European Commission and all applications and notices, as applicable, with foreign Governmental Authorities under the Foreign Competition Laws, the Securities Act issuance of 1933consents, as amended (the "Securities Act"), the Securities Exchange Act authorizations or approvals of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeoverssuch applications by such authorities, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar mattersrequired, and the filing expiration or termination of an appropriate certificate any applicable waiting periods thereunder, (iii) compliance with any applicable environmental transfer statutes and (iv) the notices to or consultations with any labor organization, trade union, works council, personnel committee or similar employee council or committee or employee representative body set forth on Section 2.3(a)(iv) of merger (the "Certificate of Merger") Disclosure Schedule, no material applications, notices to, consultations with, Consents of, or filings with, any Government Authority, self-regulatory authority or third party are necessary in such form as required by, and executed in accordance connection with the relevant provisions of, the GCL, no filing with, execution and no permit, authorization, consent or approval of, any public body or authority is necessary for delivery by Parent of this Agreement and the consummation by Parent or Sub and the Seller Subsidiaries of the transactions contemplated by the Transaction DocumentsTransactions. The notices, except for such notifications, filings, permitsconsents, authorizations, consents approvals, and expirations or approvals terminations of waiting periods referred to in clauses 2.3(a)(i) and 2.3(a)(ii) are hereinafter referred to as the failure of which to be made or obtained would not individually or in the aggregate have a Parent Material Adverse Effect. "Requisite Regulatory Approvals." (b) Neither the execution and execution, delivery or performance of this Agreement and the other Transaction Agreements by Parent or Sub Parent, or, to the extent it is a party thereto, any Seller Subsidiary, nor the consummation by Parent or Sub any Seller Subsidiary of the transactions contemplated herebyTransactions, nor compliance by Parent does or Sub with any of the provisions hereof, will (ai) conflict with in any material respect, or result in any material breach of of, any material provisions of the charter documents certificate of incorporation or Byby-Laws laws of Parent or Subthe certificate of incorporation, limited liability company agreement or partnership agreement or by-laws, or other equivalent organizational documents, of any of the Seller Subsidiaries or the FS Subsidiaries; (bii) conflict with in any material respect, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) material Default under, any of the material terms, conditions or provisions of (A) any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Material Contract relating to the FS Business to which Parent or any of the Parent Seller Subsidiaries is a party or by which any of them or any of their respective material properties or assets may be bound or (B) any Material Contract to which any of the FS Subsidiaries is a party or by which it or any of its material properties or assets may be bound; (iii) conflict with in any material respect, result in or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentconstitute a material Default under, any of the material terms, conditions or provisions of any material Permit of Parent Subsidiaries or any of the Seller Subsidiaries relating to the FS Business or of any FS Subsidiary; or (iv) subject to giving the notices, the occurrence of the required consultations, compliance with applicable environmental transfer statutes and obtaining the Requisite Regulatory Approvals referred to in clauses (i) through (iv) in Section 2.3(a) above, conflict with or violate in any material respect any material Order or Law applicable to Parent or any of the Seller Subsidiaries relating to the FS Business, applicable to the FS Subsidiaries or applicable to any of their respective material properties or assets, except assets to the extent used in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Parent Material Adverse EffectFS Business.

Consents and Approvals; No Violations. Except as set forth in ------------------------------------- Section 5.4 of the Computone Disclosure Schedule, and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx")of, the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain state and local regulatory filings relating to health care licensing and similar matters, ) and the filing of an appropriate certificate of merger DGCL (the "Certificate of Merger") in such form as required by, and executed in accordance with the relevant provisions of, the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure all of which to be shall have been made or obtained would not individually on or in before the aggregate have a Parent Material Adverse Effect. Neither Preliminary Exchange Closing Date and the Merger Closing Date), the execution and delivery of this Agreement by Parent or Sub nor and the Merger Agreement do not, and the consummation by Parent or Sub of the transactions contemplated herebyhereby and thereby will not, nor compliance by Parent or Sub with any of the provisions hereofconflict with, will (a) conflict with or result in any breach of any provisions of the charter documents or By-Laws of Parent or Sub, (b) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (), or give rise to any a right of termination, cancellation or accelerationacceleration of any obligation or to loss of a material benefit, under (i) under, any provision of the termsCertificate of Incorporation or Bylaws of Computone or any Subsidiary of Computone, conditions or provisions of (ii) any note, bond, mortgage, indenture, lease, or other agreement or instrument, permit, concession, franchise, license, contractjudgment, agreement or other instrument or obligation to which Parent or any of the Parent Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Parent, any of the Parent Subsidiaries Computone or any Subsidiary of Computone or their respective properties or assets, except in the case of clauses (b) and (c) for other than any such conflicts, violations, breaches defaults, terminations, cancellations or defaults accelerations which would not individually or in the aggregate would not have a Parent Material Adverse Effectmaterial adverse effect on the business of Computone and its Subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Computone or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Merger Agreement by Computone or the consummation by Computone of the transactions contemplated hereby or thereby, except for the following, all of which shall have been accomplished on or before the Preliminary Exchange Closing Date and the Merger Closing Date: (i) the filing and effectiveness of a proxy statement relating to the meeting of Computone's stockholders to be held in connection with the Merger (the "Proxy Statement") under the Exchange Act, (ii) the filing and effectiveness of a registration statement on Form S-4 (the "Registration Statement") with the Commission in connection with the issuance of the Merger Shares pursuant to the Merger and the Initial Member Shares, the 1997 Note Shares and the Additional Shares pursuant to or in connection with the Exchange, which Registration Statement shall include the Proxy Statement, (iii) the filing of such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iv) the filing of the Certificate of Merger or the Merger Agreement and officers' certificates with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Computone is qualified to do business, (v) such consents, approvals,. orders, authorizations, registration, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (vi) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a material adverse effect on the business of Computone and its Subsidiaries taken as a whole.