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

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings or the consents, authorizations or approvals set forth on Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange HSR Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of a certificate of merger under the Certificate DGCL, neither the execution, delivery or performance of Merger as required this Agreement by the GCLCompany nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or the bylaws of the Company or of any of its Subsidiaries, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity on the consummation by Company part 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company its Subsidiaries, (biii) require the consent of any person under, result in a violation or breach of, accelerate the performance of obligations or alter the rights under, 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 noteContract, bondor (iv) violate any Legal Requirement applicable to the Company, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company Subsidiaries or any of their properties or assets, except in the any case referred to in any of clauses (bii) and through (civ) for violationsabove, breaches or defaults which would not individually or in the aggregate have aggregate, would not reasonably be expected to result in a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) filings under Section 2.3, (b) filings under the HSR Act and (c) as set forth in Section 3.3 of the HSR ActCompany Disclosure Letter, the Securities Actexecution, delivery and performance by the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, Company of this Agreement and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated hereby will not (i) violate any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing or registration by the Transaction DocumentsCompany or any of its Subsidiaries with, except for such filingsor consent or approval with respect to the Company or any of its Subsidiaries of, permitsor other action by, authorizations, consents any Governmental Authority; (iii) violate or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company conflict with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or Byby-Laws laws of the Company or any of the Company Organizational Documents of the Company’s Subsidiaries; (iv) require any consent of or other action by any Person under, (b) result in constitute a violation default or breach ofan event that, or constitute (with or without due notice or lapse of time or both) , would constitute a default (under, or give rise to cause or permit termination, cancelation, acceleration or other change of any right or obligation or the loss of termination, cancellation or acceleration) any benefit under, any provision of any Material Contract or any material Permit affecting the assets or business of the terms, conditions Company and its Subsidiaries; or provisions (v) result in the creation or imposition of any note, bond, mortgage, indenture, license, con- tract, agreement Lien other than Permitted Liens on any properties or other instrument or obligation to which assets of the Company or any of the Company 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 Company, any of the Company Subsidiaries or any of their properties or assetsits Subsidiaries, except in the case of clauses (bi), (ii), (iv) and (c) for violationsv), breaches where any such violation, conflict, breach or defaults which default would not be reasonably expected to, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the (a) The execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and, subject to the Company Shareholder Approval of the Company Voting Proposal, the consummation by the Company of the transactions contemplated herebyhereby will not, nor compliance by Company with (i) violate any provision of the provisions hereof, will (a) conflict with or result in any breach of any provisions Organizational Documents of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany, (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 material terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation Material Contract to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be is bound, or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assetsassets that could result in a material Liability to the Company or its Subsidiaries, except taken as a whole, or (iv) other than in connection with or compliance with (A) the case CCC, (B) requirements under other state corporation Laws, (C) the HSR Act and any applicable antitrust and competition Laws of clauses jurisdictions other than the United States, (bD) Nasdaq rules and listing standards, and (cE) for violationsthe Exchange Act, breaches require the Company or defaults which would not individually any of its Subsidiaries, as applicable. to make any filing or in registration with or notification to, or require the aggregate have Company or any of its Subsidiaries, as applicable to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a Company Material Adverse Effect“Governmental Entity”).

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state the rules and local regulatory filings relating to healthcare licensing and similar matters, regulations of NASDAQ and the filing and recordation of the a Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the Transaction Documents, except for such filings, permits, authorizations, consents or approvals Parent Option Agreement and the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse EffectOption Agreement. Neither the execution and delivery of this Agreement, the Parent Option Agreement or the Company Option Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, nor compliance by the Company with any of the provisions hereofhereof or thereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of the Company or any of the Company Subsidiaries, (b) except as set forth on Schedule 5.5(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, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company 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 Company 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 1976, as amended (the "HSR ACT"), and any applicable state and foreign takeover and antitrust laws, neither the execution, delivery or performance of this Agreement by Stockholder nor the consummation by it of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation transactions contemplated hereby nor compliance by it with any of the Certificate provisions hereof will (i) conflict with or result in any breach of Merger as required by the GCLany provision of its certificate of formation, no operating agreement, by-laws or other charter documents, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body court, administrative agency or commission or other governmental authority is necessary for or instrumentality (except where the consummation by Company of the transactions contemplated by the Transaction Documents, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in materially impair the aggregate have a Company Material Adverse Effect. Neither ability of the execution and delivery of this Agreement by Company, nor the consummation by Company of Stockholder to consummate the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries), (biii) 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 of acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, con- tractcontract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries Stockholder is a party or by which any of them it or any of their its properties or assets may be bound, bound or (civ) as of the date hereof, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries it or any of their its 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents and approvals contemplated by Section 4.5(b), neither the execution, delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by Company, the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby will (ai) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any laws of the Company Subsidiariesor of the similar organizational documents of any of its Subsidiaries or any Company Joint Venture, (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, guaranteed payment, loss of rights, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation Contract to which the Company or any of the its Subsidiaries or any Company Subsidiaries Joint Venture is a party or by which any of them or any of their properties or assets may be boundbound or any Company Permit, or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the its Subsidiaries or any Company Subsidiaries Joint Venture or any of their properties or assetsassets or (iv) result in the creation of any Lien upon any of the properties or assets of the Company or any of its Affiliates (including Parent and its Subsidiaries following the Merger), except in the case of clause (i) (solely with respect to Company Joint Ventures) and clauses (bii) and through (civ) for violationssuch items that would not, breaches or defaults which would not individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for the Consent Orders and otherwise as set forth on Schedule 5.6 of the Disclosure Schedule and for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws and state mortgage banking or collection agency laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation none of the Certificate execution, delivery or performance of Merger as required this Agreement or the Contingent Payment Agreement by the GCLCompany, no the consummation by the Company of any of the Transactions or compliance by the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, the by-laws or similar organizational documents of the Company or any Company Subsidiary, (ii) require the Company or any Company Subsidiary to make any filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity or authority is necessary for other Person (including consents from parties to loans, contracts, leases and other agreements to which the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesSubsidiary is a party), (biii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions Material Contract or provisions restriction of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to kind by which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate have a aggregate, impair in any material respect the ability of Company Material Adverse Effector any Company’s Subsidiary to consummate the Transactions or which arise from the regulatory status of the Optionee or any of its Affiilates.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange ActAct (including the filing with the SEC of the Offer Documents), state securities or blue sky lawsthe Merger Control Laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, the DGCL and the filing laws of other states in which Parent is qualified to do or is doing business, neither the execution, delivery and recordation performance of this Agreement and the Stockholder Agreement by Parent and Sub, nor the consummation by Parent and Sub of the Certificate transactions contemplated hereby and thereby will (i) conflict with or result in any breach of Merger as required by any provision of the GCLrespective certificate of incorporation or bylaws of Parent and Sub, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) 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 amendment, cancelation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, con- tractcontract, agreement or other instrument or obligation to which Company Parent or any of the Company Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, Parent or any of the Company Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (bii), (iii) and (civ) for violations, breaches or defaults which would not that individually or in the aggregate have a Company Material Adverse Effectwould not reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger.

Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange HSR Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation CGCL, none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany, no the consummation by the Company of the Transactions or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation, the by-laws or similar organizational documents of the Company, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundAgreement, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a material adverse effect on the Company. There are no third party consents or approvals required to be obtained under the Company Material Adverse EffectAgreements prior to the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCLset forth on Schedule 3.5, no filing notices to, registrations or filings with, and no permitor authorizations, authorizationconsents, consent waivers or approval of, approvals of any public body or authority is Governmental Entity are necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a party or the consummation by the Company of the transactions contemplated by the Transaction Documentshereby or thereby, except for such filings, permits, authorizations, consents or approvals those the failure of which to be made obtain or obtained make would not individually or in reasonably be expected to be material to the aggregate have a Company Material Adverse Effectbusiness of the Company. Neither the execution and execution, delivery or performance by the Company of this Agreement by Company, or the Ancillary Documents to which the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby or thereby will (a) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany’s Governing Documents, (b) result in a violation except as set forth on Schedule 3.5, require any consent, notice, approval or breach ofauthorization under, 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 termspayment, conditions or provisions of any noteabandonment, bondmodification, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundamendment, or result in any breach, termination or modification of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under any Material Contract, or Material Permit, (c) violate any orderLaw or Governmental Order to which the Company or any of its properties or assets is subject, writor (d) except with respect to Permitted Liens, injunction, decree, statute, rule result in the creation or regulation applicable to Company, imposition of any Lien upon any of the Company Subsidiaries property or any assets of their properties or assetsthe Company, except except, in the case of clauses (b), (c) and (c) for violationsd), breaches or defaults which as does not, and would not reasonably be expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effectmaterial adverse effect on the business of 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 the HSR Actof, the Securities Act, Exchange Act of 1934 (the “Exchange Act”), state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation Section ____ of the Certificate Nevada revised Statutes Chapter 78, neither the execution, delivery or performance of Merger as required this Agreement by the GCLCompany nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the certificate or articles of incorporation or bylaws of the Company, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity (except where the consummation by Company of the transactions contemplated by the Transaction Documents, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to make such filings could not be made reasonably expected to prevent or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor materially delay the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any sell of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesShares), (biii) 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, license, con- tractlease, contract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries Purchaser 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 order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their its properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would that could not individually or in the aggregate be reasonably be expected to have a material adverse effect on the Company Material Adverse Effector prevent or materially delay the consummation of the sell of the Shares.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, the Securities Act, the Exchange Act, state securities delivery or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by CompanyParent and Purchaser, nor the consummation by Company Parent and Purchaser of the transactions contemplated hereby, nor Transactions or compliance by Company Parent or Purchaser with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the Certificate organizational documents of Incorporation Parent or By-Laws of Company or any of the Company SubsidiariesPurchaser, (b) result in a violation require any filing by Parent or breach Purchaser with, or the permit, authorization, consent or approval of, or constitute any Governmental Entity (except for (i) compliance 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 applicable requirements of the termsExchange Act, conditions or provisions of (ii) any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets filings as may be boundrequired under the DGCL, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, or (iv) such filings with the SEC as may be required on behalf of Purchaser and Parent, in each case in connection with this Agreement and the Offer and the Merger), or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyParent or Purchaser, any of the Company Subsidiaries their Subsidiaries, or any of their properties or assets, except in the case of clauses clause (b) and or (c) for ), such violations, breaches or defaults which would not not, individually or in the aggregate have a Company Material Adverse Effectaggregate, impair in any material respect the ability of each Parent or Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements (a) the filing of the Charter Amendment with the Secretary of State of the State of Delaware in accordance with the DGCL, (b) the filings by the Company, if any, required by the HSR ActAct and the expiration or termination of the applicable waiting period with respect thereto, (c) applicable filings, if any, with the Securities Act, Commission pursuant to the Exchange Act, (d) applicable filings, if any, with Nasdaq in connection with the listing of the Shares, (e) filings, if any, as may be required under state securities or "blue sky lawssky" Laws, certain state (f) the Ruling, (g) the Company Requisite Vote and local regulatory filings relating (h) as set forth on Schedule 3.08, no consent, clearance, waiver, approval, authorization or order of, or filing or registration with, any Person is required to healthcare licensing be obtained or made by the Company or any of its Subsidiaries for the execution, delivery and similar matters, and the filing and recordation performance of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent Transaction Documents or approval of, any public body or authority is necessary for the consummation by Company of the transactions Transactions. Except as set forth on Schedule 3.08 or as contemplated by under the Transaction Documents, except for such filingsneither the execution, permits, authorizations, consents or approvals delivery and performance of the failure of which to be made or obtained would not individually or in Transaction Documents by the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, Transactions will (ai) conflict with or result in any breach of any provisions provision of the Certificate respective certificate or articles of Incorporation incorporation or By-Laws bylaws (or similar governing documents) of the Company or any of the Company its Subsidiaries, (bii) 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, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteMaterial Contract (as hereinafter defined), bond(iii) result in the creation of any Lien, mortgageor (iv) subject to the filings set forth in the first sentence of this Section, indenture, license, con- tract, agreement or other instrument or obligation violate any Law applicable to which the Company or any of the Company 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 Company, any of the Company its 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, delivery or performance of this Agreement by the Parent and Purchaser, the Securities Act, consummation by the Exchange Act, state securities or blue sky laws, certain state Parent and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation Purchaser of the Certificate of Merger as required Transactions or compliance by the GCLParent or Purchaser with any of the provisions of this Agreement will (i) violate or conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser, no (ii) require any filing by the Parent or Purchaser with, and no or the permit, authorization, consent or approval of, any public body or authority is necessary Governmental Entity (except for the consummation by Company (A) compliance with any applicable requirements of the transactions contemplated by Exchange Act, (B) any filings as may be required under the Transaction DocumentsDGCL in connection with the Merger, except for such (C) filings, permits, authorizations, consents or and approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets as may be boundrequired under the HSR Act and Required Approvals, or (cD) the filing with the SEC of (x) the Schedule TO and (y) the Proxy Statement, if stockholder approval is required by applicable law), or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyParent or Purchaser, any of the Company Subsidiaries their Subsidiaries, or any of their properties or assets, except in the case of clauses clause (bii) and or (ciii) for violationswhere (x) any failure to make such filings or (y) such violations would not, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effectaggregate, impair in any material respect the ability of each Parent or Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for (a) applicable requirements of the HSR Act, under the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and (b) the filing and recordation of the Certificate of Merger Merger, and (c) matters specifically described in this Agreement, the transactions contemplated hereby do not require any consent, approval, compliance exemption, authorization or other action by, or filing with any United States or foreign court, legislative, executive or regulatory authority or agency (a “Governmental Entity”), except for the filings or approvals which are not required prior to the consummation of the Merger. Except as required disclosed in Section 2.4(ii) of the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for Company nor the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company hereby will (i) violate any provision of the transactions contemplated hereby, nor compliance by Company with any articles of incorporation or by-laws of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company its 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, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundare bound (the “Material Contracts”), or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assets, or (iv) except as specified in the case immediately preceding sentence, require on the part of clauses (b) and (c) for violationsthe Company any material filing or registration with, breaches notification to, or defaults which would not individually authorization, consent or in the aggregate have a Company Material Adverse Effectapproval of, any Governmental Entity.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActFinnish corporation and securities law, the Exchange ActNon-U.S. Monopoly Laws, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, the MBCA and the filing and recordation DGCL, none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany or the consummation by the Company of the Transactions will (i) conflict with or result in any breach of any provision of the articles of incorporation, no the bylaws or similar organizational documents of the Company, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundAgreement, or (civ) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in except, with respect to the case of foregoing clauses (bii), (iii) and (c) for violationsiv), breaches or defaults which would as could not reasonably be expected to, individually or in the aggregate aggregate, have a Company Material Adverse Effect. There are no third party consents or approvals required to be obtained under the Company Agreements prior to the consummation of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, delivery or performance of this Agreement by such Company Investor, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation consummation by such Company Investor of the Certificate Transactions, or compliance by Company or Company Operating Partnership with any of Merger as required the provisions of this Agreement or the agreements contemplated by the GCLTransactions will (a) contravene, no conflict with or result in any breach of any provision of the governing documents of such Company Investor, (b) require any filing by such Company Investor with, and no or the obtaining of any permit, authorization, consent or approval of, any public body or authority is necessary Governmental Entity (except for the consummation by Company (i) compliance with any applicable requirements of the transactions contemplated by Exchange Act, (ii) any filings as may be required under the Transaction DocumentsMGCL or the DLLCA in connection with the Merger, except for (iii) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (iv) such filings, permits, authorizations, consents or approvals filings as may be required under the failure rules and regulations of which to be made or obtained would not individually or the NYSE in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of connection with this Agreement by Companyor the Merger, nor the consummation by Company of the transactions contemplated herebyor (v) such filings as may be required in connection with state and local Transfer Taxes), nor compliance by Company with any of the provisions hereof, will (ac) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any loss of the any benefit or material increase in any cost or obligation of such Company SubsidiariesInvestor under, (b) or result in a modification, or 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 any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any notecontract, bondlease, mortgagelicense, indenture, licenseagreement, con- tract, agreement commitment or other instrument legally binding arrangement, (d) violate any Order or obligation Law applicable to which such Company Investor or any of the Company Subsidiaries is a party its properties, assets or by which any of them or any of their properties 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 Company, Lien on any asset of the such Company Subsidiaries or any of their properties or assets, Investor; except in the case each of clauses (b) and ), (c), (d) for or (e) above where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) 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 material adverse effect on the Company Material Adverse EffectInvestor’s ability to perform its obligations under this Agreement prior to closing.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCLset forth on Schedule 3.4, no notice to, filing with, and no permit, or authorization, consent or approval of, of any public body or authority Governmental Entity is necessary for the consummation by Company of the transactions contemplated by the Transaction Documentsexecution, except for such filings, permits, authorizations, consents delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by Company, nor the Company or the consummation by the Company of the transactions contemplated hereby, except for compliance with and filings under the HSR Act. Neither the execution, delivery and performance by the Company of any Transaction Document to which it is a party nor compliance the consummation by the Company with any of the provisions hereof, transactions contemplated thereby will (a) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany’s Governing Documents, (b) except as set forth on Schedule 3.4, 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 notice, consent, termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any noteMaterial Contract, bond, mortgage, indenture, license, con- tract, agreement Permit or other instrument or obligation Lease to which any Group Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundparty, or (c) violate any order, writ, injunction, decree, Law, statute, rule or regulation applicable of any Governmental Entity having jurisdiction over any Group Company or any of their respective properties or assets, (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon, or result in the loss or impairment of any Group Company’s rights in, any of the assets of any Group Company Subsidiaries or (e) give rise to any of their properties payment or assetscompensation to any employee or other service provider to the Group Companies, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effectother than sale proceeds.

Consents and Approvals; No Violations. Except for applicable requirements as set forth in Section 3.6 of the Disclosure Schedule and for (a) the filing of a pre-merger notification and report form by the Company under the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, Act and the filing and recordation expiration or termination of the applicable waiting period thereunder, (b) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (c) filings with the SEC and any applicable national securities exchanges or Nasdaq, (d) filings under state securities, "Blue Sky" or anti-takeover laws, (e) any applicable filings required under the laws of foreign jurisdictions and (f) filings, authorizations, consents or approvals relating to matters which, in the aggregate, are not material to the Company and its Subsidiaries taken as required a whole, neither the execution, delivery or performance of this Agreement nor the consummation by the GCLCompany of the Contemplated Transactions nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents of the Company or of any of its Subsidiaries, no (ii) require any material filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Authority, (biii) 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, license, con- tract, agreement or other instrument or obligation to which material Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Agreement or (civ) violate any order, writ, injunction, 21 decree, statute, rule or regulation applicable to the Company, any of the Company 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of Governmental Entities in connection with antitrust matters, none of the HSR Actexecution, delivery or performance of this Agreement or the Shareholders Agreement by Purchaser, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation consummation by Purchaser of the Certificate transactions set forth in such agreements or compliance by Purchaser with any of Merger as required by the GCLprovisions hereof and thereof will (i) conflict with any applicable law or result in any breach of any provision of the certificate of incorporation or articles of Purchaser, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) require any consent, approval or notice under or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, con- tractcontract, agreement or other instrument or obligation to which Company Purchaser or any of the Company its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be are bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyPurchaser, any of the Company its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on Purchaser’s ability to consummate the Transaction or which arise from the regulatory status of any Warranted Subsidiary.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and execution, delivery or performance of this Agreement by Company, the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with Transactions will (i) violate any provision of the provisions hereof, will articles of incorporation or bylaws (aor equivalent organizational documents) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any Company, (ii) assuming that the consents, approvals, and filings referred to in Section 2.4 of the Company SubsidiariesDisclosure Letter are duly obtained and/or made, (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, lease, license, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company its Subsidiaries is a party or by which its assets are bound, (iii) assuming that the consents, approvals and filings listed in Section 2.4 of the Company Disclosure Letter are duly obtained and/or made, violate any of them Law applicable to the Company or any of their properties or assets may be bound, its Subsidiaries or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any require on the part of the Company Subsidiaries any filing or registration with, notification to, or authorization, consent or approval of, 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 individually or in the aggregate have a Company 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 HSR Act, the Securities Actof, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and Act (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and recordation amendments thereto, the "SCHEDULE 13E-3"), the HSR Act and Sections 607.1103 - 607.1105 of the Certificate Corporation Law, neither the execution, delivery or performance of Merger as required this Agreement by Purchaser nor the GCLconsummation by Purchaser of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the respective articles of incorporation or bylaws of Purchaser, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity (except where the consummation by Company of the transactions contemplated by the Transaction Documents, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to make such filings could not be made reasonably expected to prevent or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor materially delay the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesMerger), (biii) 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, license, con- tractlease, contract, agreement or other instrument or obligation to which Company Purchaser or any of the Company Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyPurchaser, any of the Company Subsidiaries its subsidiaries or any of their properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults which would not could not, individually or in the aggregate have a Company Material Adverse Effectaggregate, be reasonably expected to prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange HSR Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation DGCL, none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany or the consummation by the Company of the Transactions will (1) conflict with or result in any breach of any provision of the articles of incorporation, no the bylaws or similar organizational documents of the Company or any Company Subsidiary, (2) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (b3) result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundAgreement, or (c4) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in except, with respect to the case of foregoing clauses (b2), (3) and (c) for violations4), breaches or defaults which would as could not reasonably be expected to, individually or in the aggregate aggregate, have a Company Material Adverse Effect. Except for the third party consents and approvals of customers and licensors set forth in Section 3.7 of the Company Disclosure Schedule, there are no third party consents or approvals required to be obtained under the Company Agreements prior to the consummation of each of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth in Section 4.5 of the HSR ActCompany Disclosure Letter, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation none of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the Company, nor the performance of or compliance with this Agreement, the consummation by the Company of the transactions contemplated hereby, nor Merger or any other Transaction or compliance by the Company with any of the provisions hereof, of this Agreement will (a) assuming receipt of the Company Stockholder Approval, conflict with or with, result in any breach of or violate any provisions of the Certificate of Incorporation or By-Laws of Company or any provision of the Company SubsidiariesGoverning Documents or the comparable organizational or governing documents of any Company Subsidiary, (b) require any filing by the Company or any Company 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 the Company in connection with this Agreement and the Merger or (iv) 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 of, or any loss of any benefit or increase in any cost or obligation of the Company or any Company Subsidiary 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 the Company or any Company Subsidiary pursuant to, any of the terms, conditions or provisions of any noteCompany Agreement, bond, mortgage, indenture, license, con- tract, agreement Company Lease or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Master Lease or (cd) violate any order, writ, injunction, decree, statute, rule decree or regulation Law applicable to Company, any of the Company Subsidiaries or any of their its 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements (a) None of the HSR Actexecution, delivery or performance of this Agreement by Company and Company Bank or the Securities Actconsummation by Company and Company Bank of the transactions contemplated by this Agreement require or will require any filing with, or notification, authorization, consent, order or approval of, or action by, any Governmental Entity except (i) the filing of reports by Company or its Affiliates under the Exchange Act, (ii) filings, permits, authorizations, consents and approvals as may be required under other applicable requirements of state securities or blue sky laws, certain state and local regulatory filings relating (iii) the Required Regulatory Approvals, (iv) where failure to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, obtain such authorization, consent consent, order, approval or approval ofaction or to make such filings or notification would not, any public body or authority is necessary for the consummation by 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 aggregate, either (A) have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Effect on Company of or Company Bank or upon their ability to consummate the transactions contemplated hereby, nor compliance by Company with or perform their obligations under this Agreement or (B) impede in any material respect or delay the consummation of the provisions hereofClosing, will (av) conflict with as may be necessary as a result of the business or activities in which Company or Company Bank is or proposes to be engaged or as a result in any breach of any provisions acts or omissions by, or the status of the Certificate of Incorporation or By-Laws of any facts pertaining specifically to, Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Affiliates, or (cvi) violate as set forth in this Agreement regarding the amendment, merger or termination, as determined pursuant to the terms of this Agreement in Parent’s sole discretion, of any order, writ, injunction, decree, statute, rule Company Benefit Plan prior or regulation applicable subsequent to Company, any of the Company 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 Company Material Adverse EffectEffective Time.

Consents and Approvals; No Violations. Except for applicable requirements as disclosed in Section 4.4 of the HSR ActCompany Disclosure Schedule, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and, subject to the Shareholder Vote, the consummation by the Company of the transactions contemplated herebyhereby will not, nor compliance by Company with (i) violate any provision of the provisions hereof, will (a) conflict with articles of incorporation or result in any breach of any provisions bylaws of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany, (bii) result in a violation violation, breach or breach termination 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, con- tract, agreement or other instrument or obligation Material Contract to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be is bound, or (ciii) subject to compliance with the laws described in Section 4.4(iv), violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assets, except or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act, (D) Nasdaq rules and listing standards and (E) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case of clauses (bii), (iii) and (c) iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect, or (2) would occur or be required as a result of the business or activities in which Parent or Merger Sub is or proposes to be engaged (other than the Company’s business).

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Act, the Exchange Act, Act and state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar mattersnone of the execution, delivery or performance of this Agreement and the filing and recordation Contingent Payment Agreement by Optionee, the consummation by Optionee of the Certificate Transactions or compliance by Optionee with any of Merger as required by the GCLprovisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of Optionee, no (ii) require the Optionee to make any filing with, and no or obtain any permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) 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, con- tractcontract, agreement or other instrument or obligation to which Company Optionee or any of the Company its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyOptionee, any of the Company its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate have a aggregate, impair in any material respect Optionee’s ability to consummate the Transactions or which arise from the regulatory status of the Company Material Adverse Effector the Company Subsidiaries.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany, no the consummation by the Company of the sale of the CPRs in accordance herewith or compliance by the Company with any of the provisions hereof will (1) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of the Company, (2) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company Governmental Entity or any of the Company Subsidiariesother Person, (b3) result in a material 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, con- tractcontract, agreement or other instrument or obligation (collectively, “Agreements”) to which Company or any of the Company Subsidiaries is a party or by to which its assets are subject, including any of them or any of their properties or assets may be bound, Agreement entered into in connection with the Litigation or (c4) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, including any of the Company Subsidiaries order, writ, injunction or any of their properties or assets, except decree issued in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse EffectLitigation.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the The execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby will not, nor compliance by Company with any of the provisions hereof, will (ai) contravene or conflict with or result in a violation or breach of, any breach of any provisions provision of the Certificate certificate of Incorporation incorporation or Byby-Laws of Company or any laws of the Company or similar organizational documents of any of its Subsidiaries, (bii) assuming compliance with the matters referred to in Section 5.4(iv)(A)-(C), require any consent by any Person under, contravene or conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under), or require any of the termsconsent, conditions or provisions of under any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation Material Contract to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundis bound or result in the creation of any Lien in or upon any of the properties, rights or assets of the Company or any of its Subsidiaries, (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assets, or (iv) other than in connection with or compliance with (A) the HSR Act and other Antitrust Laws, (B) Nasdaq Rules and listing standards, and (C) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any international, national, federal, state, provincial or local governmental, court, legislative, executive or regulatory authority or agency or other governmental authority or instrumentality (a “Governmental Entity”), except in the case of clauses (bii), (iii) and (c) iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not reasonably be expected to be material, individually or in the aggregate have aggregate, to the Company and its Subsidiaries, taken as a Company 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 Exchange Act, the HSR Act, the Securities Act, the Exchange Actstate or foreign laws relating to takeovers, state securities or blue sky laws, certain state the DGCL, foreign antitrust laws or the laws of other states in which Parent or Purchaser is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by Parent and local regulatory filings relating to healthcare licensing Purchaser nor the consummation by Parent and similar matters, and the filing and recordation Purchaser of the Certificate transactions contemplated hereby nor compliance by Parent and Purchaser with any of Merger as required by the GCLprovisions hereof shall (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws or similar organizational documents of Parent or Purchaser, no (ii) require on the part of Parent or Purchaser any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) 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, con- tractcontract, agreement or other instrument or obligation to which Company Parent or any of the Company Subsidiaries Purchaser 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 Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of clauses (b) and (c) for such violations, breaches and defaults (or defaults which would not individually rights of termination, cancellation or in the aggregate have a Company Material Adverse Effect.acceleration) as

Consents and Approvals; No Violations. Except for the filings, permits, authoriza- tions, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, Act and the filing and recordation DGCL, neither the execution, delivery or perfor- xxxxx of this Agreement by the Company nor the consumma- tion by the Company of the Certificate of Merger as required transactions contemplated hereby nor compliance by the GCLCompany with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the certificate of incorpora- tion or the by-laws of the Company or of its Subsidiary, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documentsor agency (a "Governmental Enti- ty"), (iii) except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or as set forth in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any Section 3.4 of the Company SubsidiariesDisclosure Schedule, (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, amendment, cancellation or accelerationacceler- ation) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries its Subsidiary is a party or by which any either of them or any of their properties or assets may be bound, bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries its Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a material adverse effect on the Company Material Adverse Effectand its Subsid- iary, taken as a whole, and which will not materially impair the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the The execution and delivery of this Agreement by the Company do not, and the performance by the Company of this Agreement and, subject to the approval of the Company’s stockholders (to the extent required), nor the consummation by the Company of the transactions contemplated herebyTransactions will not, nor compliance by Company with any except as set forth in Section 5.4 of the provisions hereofCompany Disclosure Schedule, will (a) conflict with or result in violate any breach of any provisions provision of the Certificate certificate of Incorporation incorporation or By-Laws of Company or any bylaws of the Company SubsidiariesCompany, (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, con- tract, agreement or other instrument or obligation Material Contract to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be is bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assetsassets or (d) other than in connection with or compliance with (A) the DGCL, except (B) requirements under other state corporation Laws, (C) the HSR Act, if applicable, and any applicable competition, antitrust or investment Laws of jurisdictions other than the U.S., (D) Nasdaq rules and listing standards and (E) the Exchange Act, including, without limitation, the filing with the SEC of the Schedule 14D-9 and the Proxy Statement, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case of clauses (b), (c) and (c) d), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect, or (2) would occur or be required as a result of the business or activities in which Parent or Merger 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 Merger Sub.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actas set forth on Schedule -------------------------------------- 3.4(a), the Securities Act, execution and delivery by the Exchange Act, state securities or blue sky laws, certain state Company of this Agreement and local regulatory filings relating the other Closing Documents to healthcare licensing and similar matterswhich it is a party do not, and the filing and recordation consummation by the Company of the Certificate of Merger as required transactions contemplated hereby and compliance by the GCLCompany with the provisions hereof will not, no filing conflict with, and no or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligations or the loss of a benefit under or result in the creation of any Lien upon or right of first refusal with respect to any of the properties or assets of the Company under, (i) any provision of the Company Formation Documents or (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise of license applicable to the Company, other than, in the case of (ii), any such violations, defaults, rights, losses or Liens that, individually or in the aggregate, would, so far as the Company may reasonably foresee, not prevent or result in a delay of the consummation of the transactions contemplated by this Agreement. No filing or registration with, or authorization, consent or approval of, any public body Governmental Authority is required by or authority is necessary for with respect to the consummation by 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 Company Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Company, nor the Company or is necessary for the consummation of the transaction contemplated by this Agreement, except such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, so far as the Company may reasonably foresee, prevent or result in a delay of the consummation of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except as disclosed in Section 4.4 of the Disclosure Schedule and for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, the Securities ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and any comparable premerger notification laws, rules or regulations of any applicable foreign jurisdiction, and the Exchange Act, state securities or blue sky laws, certain state the approval of this Agreement and local regulatory filings relating to healthcare licensing and similar matters, the Merger by the Company's stockholders and the filing and recordation of the Certificate of Merger as required by the GCLDGCL, no neither the execution, delivery or performance of this Agreement or the Option Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof or thereof will: (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws or similar organizational documents of the Company or of any of its Subsidiaries; (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority is necessary for the consummation by 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 agency (a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will "GOVERNMENTAL ENTITY"); (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (biii) 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, lease, license, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or bound (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company 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 Company Material Adverse Effect."COMPANY AGREEMENT"); or

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation none of the Certificate execution, delivery or performance of Merger as required this Agreement by Purchaser, the GCLconsummation by Purchaser of the Transactions or compliance by Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of Purchaser, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) 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, con- tractcontract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries Purchaser is a party or by which any of them or any of their properties it or assets may be bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries Purchaser or any of their its properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effectmaterial adverse effect on Purchaser’s ability to consummate the Transactions or which arise from the regulatory status of the Company.

Consents and Approvals; No Violations. Except for as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActDGCL, the Exchange Actrules and regulations of NYSE, state securities or blue sky laws, certain state and local regulatory filings foreign and supranational laws relating to healthcare licensing antitrust and similar matterscompetition clearances and other applicable Regulatory Laws, and neither the filing and recordation execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate transactions contemplated hereby will (i) assuming that the Merger is consummated in accordance with Section 251(h) of Merger as required by the GCLDGCL, no contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company or of the similar organizational documents of any of the Company’s Subsidiaries (assuming the accuracy of the representations and warranties in Section 4.9), (ii) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity of competent jurisdiction or authority is necessary for (iii) assuming compliance with the consummation by Company of the transactions contemplated by the Transaction Documentsmatters referred to in clause (ii), except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, require any consent by any Person under, constitute a default or constitute (an event that, with or without due notice or notice, lapse of time or both) , would constitute a default (under, or give rise to cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of termination, cancellation or acceleration) a benefit under, any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (bii) and (c) for violationsiii), breaches or defaults which as would not individually or in the aggregate have constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except (a) Assuming the Company Stockholder Approval has been obtained, and except for applicable requirements of (a) filings, permits, authorizations, consents and approvals required under (i) the HSR Exchange Act, the Securities Act, the Exchange Act, Act and state securities or state “blue sky laws, certain state sky” laws and local regulatory filings relating to healthcare licensing (ii) the HSR Act and similar matters, and (b) the filing and recordation of the Certificate of Merger Merger, and as required set forth in Section 3.6 of the Company Disclosure Schedule, none of the execution, delivery or performance of this Agreement by the GCLCompany, no the consummation by the Company of the Transaction or compliance by the Company with any of the provisions herein do or will (i) violate, conflict with or result in any breach of any provision of the organizational documents of the Company or any Company Subsidiary, (ii) require any filing by the Company with, and no notice to, or permit, authorization, consent or approval of, any public state or federal government or governmental authority or by any United States or state court of competent jurisdiction or of any other country, territory or governmental body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents(a “Governmental Entity”), 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (aiii) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach by the Company of, or constitute (with or without due notice or lapse of time or both) a default (or result in the termination or cancellation of or the loss of material benefit under or accelerate the performance required by, or give rise to any right of termination, cancellation cancellation, modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation Material Contract to which the Company or any of the Company Subsidiaries Subsidiary is a party or by which the Company or any of them Company Subsidiary or any of their respective properties or assets may be bound, or (civ) violate or conflict with any orderapplicable Laws, writ, injunction, decree, statute, rule or regulation applicable to Company, any of excluding from the Company Subsidiaries or any of their properties or assets, except in the case of foregoing clauses (bii), (iii) and (civ) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults breaches, defaults, terminations, cancellations, losses and accelerations which have not and would not reasonably be expected to, individually or in the aggregate aggregate, (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of its obligations under this Agreement or (C) have a material adverse effect on the ability of the Company Material Adverse Effectand the Company Subsidiaries taken as a whole to conduct their businesses in the ordinary course consistent with past practice.

Consents and Approvals; No Violations. Except (a) for applicable requirements the Governmental Requirements, or (b) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity would not prevent or delay the consummation of the HSR ActMerger, or otherwise prevent the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar mattersCompany from performing its obligations under this Agreement, and would not individually or in the filing and recordation of the Certificate of Merger as required by the GCLaggregate have a Company 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 the Company and the consummation by the Company of the transactions contemplated by this Agreement. Except as set forth on Section 5.5 of the Transaction DocumentsCompany Disclosure Letter, except for such filingsno material consent or approval of any other party (including, permitsbut not limited to, authorizations, consents or approvals the failure of which any party to any Company Contracts (as defined below)) is required to be made obtained by the Company or obtained would not individually any Company Subsidiary for the execution, delivery or performance of this Agreement or the performance by the Company of the transactions contemplated hereby. Except as set forth in Section 5.5 of the aggregate have a Company Material Adverse Effect. Neither Disclosure Letter, neither the execution and execution, delivery or performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (ai) conflict with or result in any breach of any provisions of the Articles or Certificate of Incorporation Incorporation, as the case may be, or By-Laws Bylaws of the Company or the Certificate or Articles of Incorporation, as the case may be, or Bylaws of any of the Company 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, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company 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 Company Material Adverse Effect.cancellation,

Consents and Approvals; No Violations. Except for applicable requirements as set forth on Schedule 3.5, assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state representations and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation warranties of the Certificate of Merger as required by the GCLBuyer set forth in Section 5.3, no filing notices to, filings with, and no permit, authorization, consent or approval of, Consents of any public body or authority is Governmental Entity are necessary for the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company, is or will be a party or the consummation by the Company of the transactions contemplated by the Transaction Documentshereby or thereby, except for such filingsapplicable requirements, permitsif any, authorizations, consents of federal securities Laws or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effectstate “blue sky” Laws. Neither the execution and execution, delivery or performance by the Company of this Agreement nor the execution, delivery and performance by Company, the Company of the Ancillary Documents to which the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby or thereby will (a) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany’s Governing Documents, (b) except as set forth on Schedule 3.5, 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 cancellation, creation or acceleration) acceleration under, or require any Consent or notice under, any of the terms, conditions or provisions of any noteMaterial Contract or Company Permit, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (c) violate any orderOrder or Law of any Governmental Entity having jurisdiction over the Company or (d) except as contemplated by this Agreement or with respect to Permitted Liens, writresult in the creation of, injunctionor impose on any Person any obligation to create, decree, statute, rule or regulation applicable to Company, any Lien upon any of the assets of the Company Subsidiaries or any of their properties or assetsthe Interests except, except in the case of clauses (b) and through (cd) for violationsabove, breaches or defaults which as would not reasonably be expected, individually or in the aggregate have a Company Material Adverse Effectaggregate, to be material to the Business or the Company.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, delivery or performance of this Agreement by the Parent and Purchaser, the Securities Act, consummation by the Exchange Act, state securities or blue sky laws, certain state Parent and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation Purchaser of the Certificate of Merger as required Transactions or compliance by the GCL, no Parent or Purchaser with any of the provisions of this Agreement will (i) violate or conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser,(ii) require any filing by the Parent or Purchaser with, and no or the permit, authorization, consent or approval of, any public body or authority is necessary Governmental Entity (except for the consummation by Company (A) compliance with any applicable requirements of the transactions contemplated by Exchange Act, (B) any filings as may be required under the Transaction DocumentsDGCL in connection with the Merger, except for such (C) filings, permits, authorizations, consents or and approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets as may be boundrequired under the HSR Act and Required Governmental Approvals, or (cD) the filing with the SEC of (x) the Schedule TO and (y) the Proxy Statement, if stockholder approval is required by applicable law, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyParent or Purchaser, any of the Company Subsidiaries their Subsidiaries, or any of their properties or assets, except in the case of clauses clause (bi) and or (cii) for such violations, breaches or defaults which would not not, individually or in the aggregate have a Company Material Adverse Effectaggregate, impair in any material respect the ability of each Parent or Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the The execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyTransactions will not, nor compliance by Company with (i) violate any provision of the provisions hereofCompany Charter or the Company Bylaws, will (aii) conflict with or result in violate any breach of any provisions provision of the Certificate equivalent organizational documents of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (biii) except as set forth in Section 4.4 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 (under, or give rise to any a right of of, or result in, termination, amendment, 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 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, license, con- tract, agreement Contract or other instrument or obligation Permit to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be is bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their respective properties or assetsassets or (v) other than in connection with or compliance with applicable requirements of (A) the DGCL, except (B) the HSR Act and other Antitrust Laws, (C) any applicable Securities Exchange Rules and (D) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any Governmental Entity; except, in the case of clauses (bii), (iii), (iv) and (c) v), for such violations, breaches or defaults 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 have aggregate, reasonably be expected to be materially adverse to the Company and the Company’s subsidiaries, taken as a Company Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for as may be required under, and other applicable requirements of of, the Exchange Act, ERISA, the Code, the HSR Act, the Securities ActDGCL, the Exchange Actrules and regulations of NASDAQ, state securities or blue sky laws, certain state and local regulatory filings foreign and supranational laws relating to healthcare licensing antitrust and similar matterscompetition clearances and other applicable Regulatory Laws, and neither the filing and recordation execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate transactions contemplated hereby will (i) subject to obtaining the Stockholder Approval, contravene, conflict with, or result in any violation or breach of Merger as required by any provision of the GCLcertificate of incorporation or bylaws of the Company or of the similar organizational documents of any of the Company’s Subsidiaries, no (ii) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity of competent jurisdiction or authority is necessary for (iii) assuming compliance with the consummation by Company of the transactions contemplated by the Transaction Documentsmatters referred to in clause (ii), except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, require any consent by any Person under, constitute a default or constitute (an event that, with or without due notice or notice, lapse of time or both) , would constitute a default (under, or give rise to cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of termination, cancellation or acceleration) a benefit under, any provision of any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (bii) and (c) for violationsiii), breaches or defaults which as would not individually or in the aggregate have constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except To the knowledge of the Special Committee, except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Exchange Act, the Securities Act, the Exchange HSR Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCLMerger, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company none of the transactions contemplated by the Transaction Documentsexecution, except for such filings, permits, authorizations, consents delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor Transactions or compliance by the Company with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the Certificate certificate of Incorporation incorporation or Bythe by-Laws of Company or any laws of the Company SubsidiariesCompany, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Agreement or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their its properties or assets, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such filings, permits, authorizations, consents, approvals, violations, breaches or defaults which would not could not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 4.7 of the Company Disclosure Letter, there are no third party non-governmental consents, notices or approvals related to the Company or any of its respective assets or properties required to be obtained prior to the consummation of any of the Transactions.

Consents and Approvals; No Violations. Except for the notices, filings and consents set forth in Section 3.4 of the Company Disclosure Schedule (including, if applicable, such notices, filings and consents applicable to the Company and its subsidiaries as may be required under any environmental, health or safety law or regulation, under federal and state laws, rules and regulations applicable to health care providers reimbursed under the federal Medicare and state Medicaid programs, under any certificate of need law or regulation, or under any state licensure law or regulation) and the filings, permits, orders, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation DGCL, neither the execution, delivery or performance of the Certificate of Merger as required this Agreement by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for Company nor the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, hereby nor compliance by the Company with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or the By-Laws of Company laws or any similar organizational documents of the Company Subsidiariesor of any of its subsidiaries, (bii) require any notice to, filing with, or permit, order, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (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, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company 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 Company Material Adverse Effect.amend-

Consents and Approvals; No Violations. Except for as set forth in Section 3.5 of the Company Disclosure Schedule or as may be required under, and other applicable requirements of of, the Exchange Act, the Investment Advisers Act, ERISA, the Code, the HSR Act, the Securities ActDGCL, the Exchange Actrules and regulations of NASDAQ, the rules and regulations of FINRA, state securities or blue sky laws, certain state and local regulatory filings foreign and supranational laws relating to healthcare licensing antitrust and similar matterscompetition clearances and other applicable Regulatory Laws, and neither the filing and recordation execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate transactions contemplated hereby will (i) subject to obtaining the Stockholder Approval, contravene, conflict with, or result in any violation or breach of Merger as required by any provision of the GCLcertificate of incorporation or bylaws of the Company or of the similar organizational documents of any of the Company’s Subsidiaries, no (ii) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity of competent jurisdiction or authority is necessary for (iii) assuming compliance with the consummation by Company of the transactions contemplated by the Transaction Documentsmatters referred to in clause (ii), except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, require any consent by any Person under, constitute a default or constitute (an event that, with or without due notice or notice, lapse of time or both) , would constitute a default (under, or give rise to cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of termination, cancellation or acceleration) a benefit under, any provision of any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (bii) and (c) for violationsiii), breaches or defaults which as would not individually or in the aggregate have constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except Assuming the Company Shareholder Approval, and except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Actof, (i) the Securities Act, the Exchange Act, Laws and state securities or state “blue sky laws, certain state sky” laws and local regulatory filings relating to healthcare licensing (ii) the HSR Act or any other antitrust Laws and similar matters, and (b) the filing and recordation of the Certificate of Merger as required Merger, none of the execution, delivery or performance of this Agreement by the GCLCompany, no the consummation by the Company of the Transaction or compliance by the Company with any of the provisions hereof will (I) conflict with or result in any breach of any provision of the organizational documents of the Company or any Company Subsidiary, (II) require any filing by the Company or any Company Subsidiary with, and no notice to, or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (bIII) result in a violation or breach by the Company 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) underunder or give rise to transfer fees, penalties or additional payments pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation Material Contract to which the Company or any of the Company 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 any order, writ, injunction, decreeOrder, statute, rule or ordinance, rule, regulation of any Governmental Entity applicable to Company, any of the Company Subsidiaries or any Company Subsidiary or any of their its respective properties or assetsassets (collectively, except in “Laws”), 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) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (C) reasonably be expected to constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of Neither the HSR Actexecution, the Securities Act, the Exchange Act, state securities delivery or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required performance by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the any Transaction DocumentsDocument to which it is, except for such filingsor is specified to be, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Companyparty, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereofContemplated Transactions thereunder, will (a) conflict with or result in violate any breach provision of any provisions Organizational Documents of the Certificate of Incorporation or By-Laws of Company or any of the Company its Subsidiaries, ; (b) result in a breach or violation or breach of, or constitute (with or without due notice or notice, lapse of time or both) a default (under, require any consent or notice under, or give rise to any right of termination, cancellation cancellation, modification or acceleration) acceleration under, or require any notice consent, approval, authorization or waiver under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or Material Contract; (c) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Company, the Company or any of the Company its Subsidiaries or any of their the material properties or assetsassets of the Company or any of its Subsidiaries; (d) except for any required filings pursuant to the HSR Act, except require on the part of the Company or any of its Subsidiaries any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority; or (e) result in the case creation or imposition of any Lien (other than Permitted Liens) on any assets or properties of the Company or any of its Subsidiaries, except, in the cases of clauses (b) and through (ce) for violationsof this Section 3.03, breaches or defaults which as would not reasonably be expected to have, individually or in the aggregate have aggregate, a material and adverse impact on the Company Material Adverse Effectand its Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company 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, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the filing with the SEC of the Proxy Statement and the making of such other filings as may be required under the Exchange Act or approvals by the failure rules of which to be made the Nasdaq Stock Market in connection with this Agreement, and the filing of the Certificate of Merger, none of the execution, delivery or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor Transactions or compliance by the Company with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any provision of the Company SubsidiariesCharter Documents or the Subsidiary Charter Documents, (b) require any material filing with, or material permit, authorization, consent or approval of, any court, arbitral tribunal, arbitrator, administrative agency, or commission or other governmental, quasi-governmental, administrative or regulatory authority or agency (a "Governmental Entity"), (c) except as set forth on Section 3.3(c) of the Company Disclosure Letter 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) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Material Contract or (cd) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their respective properties or assets, except in the case of clauses (b) and clause (c) for where such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the The execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby will not, nor compliance by Company with (i) violate any provision of the provisions hereof, will articles of incorporation or bylaws (aor equivalent organizational documents) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company its 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, cancellation or acceleration) under, or 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 a Contract or Permit, (iii) violate any noteLaw applicable to the Company, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundor (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act, (D) New York Stock Exchange rules and listing standards and (E) the Exchange Act, require the Company to make any filing or registration with or notification to, or (c) violate require the Company to obtain any orderauthorization, writ, injunction, decree, statute, rule consent or regulation applicable to Companyapproval of, any of the Company Subsidiaries court, legislative, executive or any of their properties regulatory authority or assetsagency, except whether domestic, foreign or multinational (a "Governmental Entity"), except, in the case of clauses (bii) and (c) iii), for such violations, breaches breaches, defaults, terminations, cancellations, accelerations or defaults which Liens that would not individually or in the aggregate have a Company Material Adverse EffectEffect (without giving effect to clause (A) of the definition of such term), and, in the case of clause (iv), for such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of the Company to, in a timely manner, perform its obligations under this Agreement or consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActDGCL, the Exchange Actrules and regulations of NYSE, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing applicable requirements of United States citizenship and recordation cabotage Laws principally contained in 46 U.S.C. § 50501 and 46 U.S.C. Chapter § 551, as well as 46 U.S.C. § 56101, each as amended from time to time and any successor or replacement statutes, and the regulations promulgated thereunder relating to the ownership and operation of U.S. flag vessels in the United States coastwide trade (the “Jxxxx Act”), neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate Transactions will (i) assuming that the Merger is consummated in accordance with Section 251(h) of Merger as required by the GCLDGCL, no contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of the Company (assuming the accuracy of the representations and warranties in Section 6.8), (ii) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity of competent jurisdiction or authority is necessary for (iii) assuming compliance with the consummation by Company of the transactions contemplated by the Transaction Documentsmatters referred to in clause (ii), except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, require any consent by any Person under, constitute a default or constitute (an event that, with or without due notice or notice, lapse of time or both) , would constitute a default (under, or give rise to cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of termination, cancellation or acceleration) a benefit under, any Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (bii) and (c) for violationsiii), breaches or defaults which as would not reasonably be expected to, individually or in the aggregate aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for Subject to the receipt of the Parent Stockholder Approval of the Transaction Proposals, the filing of the Certificate of Merger, the filing of any Parent Report, the filing of the Proxy Statement, and the applicable requirements of the HSR Act, and assuming the Securities Acttruth and accuracy of the Company’s representations and warranties contained in Section 3.5, the Exchange Act, state securities or blue sky laws, certain state Majority Stockholder’s representations and local regulatory filings relating to healthcare licensing and similar matterswarranties contained in Section 4.3, and the filing representations and recordation warranties of the Certificate of Merger as required by Company and the GCLMajority Stockholder contained in any Ancillary Agreement, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Company, or any Ancillary Agreement nor the consummation by Company of the transactions contemplated hereby, nor compliance hereby or by Company with any of the provisions hereof, Ancillary Agreement will (aA) conflict with or result in any material breach of any provisions provision of the Certificate Organizational Documents of Incorporation or By-Laws of Company or any of the Company SubsidiariesParent Party, (bB) require any filing with, or the obtaining of any material consent or approval of, any Governmental Entity, (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 right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureother evidence of indebtedness, guarantee, license, con- tractagreement, agreement lease or other contract, instrument or obligation to which Company or any of the Company Subsidiaries Parent Party is a party or by which any of them Parent Party or any of their properties or respective assets may be bound, or (cD) violate result in the creation of any order, writ, injunction, decree, statute, rule or regulation applicable to Company, Lien upon any of the Company Subsidiaries or any of their properties or assetsassets of any Parent Party (other than Permitted Liens), or (E) violate in any material respect any Law or Order applicable to any Parent Party, except in the case of clauses (b) and (c) for violations, breaches violations or defaults which would not individually or in reasonably be expected to be material to the aggregate have Parent Parties, taken as a Company Material Adverse Effectwhole.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate Articles of Merger as required by the GCLAct, any consents, filings or approvals as may be required under the HSR Act and as otherwise set forth in Schedule 3.7, 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 consummation by 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 Company Material Adverse Effect. Neither the execution and delivery by the Company of this Agreement by Company, nor or the consummation by the Company of the transactions contemplated hereby. Except as set forth in Schedule 3.7, neither the execution, delivery and performance of this Agreement by the Company nor compliance the consummation by the Company with any of the provisions hereof, transactions contemplated hereby will (ai) conflict with or result in any breach of any provisions provision of the Certificate respective certificate or articles of Incorporation incorporation or By-Laws bylaws (or similar governing documents) of the Company or any of the Company Subsidiariesits 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 material note, bond, mortgage, indenture, lease, license, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries 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 Company, the Company or any of the Company Subsidiaries its 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for ------------------------------------- applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state the rules and local regulatory filings relating to healthcare licensing and similar matters, regulations of NASDAQ and the filing and recordation of the a Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the Transaction Documents, except for such filings, permits, authorizations, consents or approvals Parent Option Agreement and the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse EffectOption Agreement. Neither the execution and delivery of this Agreement, the Parent Option Agreement or the Company Option Agreement by the Company, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, nor compliance by the Company with any of the provisions hereofhereof or thereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of the Company or any of the Company Subsidiaries, (b) except as set forth on Schedule 5.5(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, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for (a) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (b) the Securities Actconsents and approvals of Governmental Entities set forth on Schedule 2.5, the Exchange Act, state securities and/or (c) as may be necessary as a result of any facts or blue sky laws, certain state and local regulatory filings circumstances relating solely to healthcare licensing and similar matters, and the filing and recordation Buyer or any of the Certificate of Merger as required by the GCLits Affiliates, no material filing withwith or material notice to, and no material permit, authorization, consent or approval of, or material order of, any public body or authority Governmental Entity is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery by the Company or Seller of this Agreement by Company, nor or the consummation by the Company and Seller of the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by the Company or Seller nor compliance the consummation by the Company with any and Seller of the provisions hereof, transactions contemplated hereby will (aA) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Target Company or any of the Company SubsidiariesCharter Documents; (B) except as set forth on Schedule 2.5, (b) result in a material violation or material breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any noteMaterial Contracts or require any of the Target Companies to obtain any material consent, bondapproval, mortgageauthorization or action of, indentureor give any notice to, license, con- tract, agreement any Person under any Material Contract; (C) violate any material Law or other instrument or obligation to which Order of any Governmental Entity having jurisdiction over any Target Company or any of the Company 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 Company, any of the Company Subsidiaries or any of their its properties or assets, except ; or (D) result in the case creation of clauses (b) and (c) for violations, breaches any Liens upon the Company Shares or defaults which would not individually or in the aggregate have a Company Material Adverse EffectSubsidiary Shares.

Consents and Approvals; No Violations. Except for applicable requirements (a) approval of the HSR Act, Merger by the Securities Act, the Exchange Act, state securities or blue sky laws, certain state requisite Stockholders and local regulatory filings relating to healthcare licensing and similar matters, and the (b) filing and recordation of the Certificate certificate of Merger as required merger with the Secretary of State of the State of Nevada and with the Secretary of State of the State of Delaware, neither the execution, delivery or performance of this Agreement by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for Company nor the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby will (ai) violate any provision of its certificate of incorporation or by-laws; (ii) violate, conflict with or result in any a breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach provision of, or constitute a default (or an event which, with or without due notice or lapse of time or both) , would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, require the consent of or result in the creation of any encumbrance upon any of the terms, conditions properties of the Company or provisions any of its subsidiaries under any material note, bond, mortgage, indenture, deed of trust, license, con- tractfranchise, permit, lease, contract, agreement or other instrument or obligation (collectively, “Contract”) to which the Company or any its subsidiaries or any of their respective properties may be bound; (iii) require any Consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental entity by or with respect to the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, its subsidiaries; or (civ) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Company, the Company or any of the Company Subsidiaries its subsidiaries or any of their respective properties or assets; except, except in the case cases of clauses (bii), (iii) and (c) for iv), any such violations, breaches conflicts, breaches, defaults or defaults which would encumbrances, or any failure to receive any such Consent, approval or authorization, or to make any such notice, declaration, filing or registration as will not individually result in, or in the aggregate have could reasonably be expected to result in, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no No filing with, and no permit, authorization, consent or approval of, any public body Governmental Authority or authority any other Person other than Prudential (which consent of Prudential is necessary set forth below in this Agreement) is required to be obtained by the Company for Seller’s execution and delivery of this Agreement or any Closing Document and the consummation by 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 Company Material Adverse Effectthis Agreement. Neither the execution and delivery of this Agreement and the Closing Documents by Company, Seller nor the consummation by Company Seller of the transactions contemplated hereby, hereby nor compliance by Company Seller with any of the provisions hereof, hereof will (ai) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any organizational documents of the Company Subsidiaries, Company; (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, con- tractContract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them the Company or any of their its properties or assets may be bound, or ; (ciii) violate or conflict with any order, judgment, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their its properties or assets, except or (iv) result in the case creation of clauses (b) and (c) for violations, breaches any Lien upon the Company or defaults which would not individually or in any assets of the aggregate have a Company Material Adverse EffectCompany.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company 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 Exchange Act, the HSR Act, and the filing of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither Certificate of Merger, none of the execution and or delivery by the Company of, or performance by the Company of its obligations under, this Agreement by CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, nor Transactions or compliance by the Company with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the Certificate certificate of Incorporation incorporation, the bylaws or By-Laws similar organizational documents of the Company or any of the Company SubsidiariesSubsidiary, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Agreement or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such filings, permits, authorizations, consents, approvals, violations, breaches or defaults which would not could not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, delivery or performance of this Agreement by the Parent and Purchaser, the Securities Act, consummation by the Exchange Act, state securities or blue sky laws, certain state Parent and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation Purchaser of the Certificate of Merger as required Transactions or compliance by the GCLParent or Purchaser with any of the provisions of this Agreement will (i) violate or conflict with or result in any breach of any provision of the organizational documents of Parent or Purchaser, no (ii) require any filing by the Parent or Purchaser with, and no or the permit, authorization, consent or approval of, any public body or authority is necessary Governmental Entity (except for the consummation by Company (A) compliance with any applicable requirements of the transactions contemplated by Exchange Act, (B) any filings as may be required under the Transaction DocumentsDGCL in connection with the Merger, except for such (C) filings, permits, authorizations, consents or and approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets as may be boundrequired under the HSR Act and Required Governmental Approvals, or (cD) the filing with the SEC of (x) the Schedule TO and (y) the Proxy Statement, if stockholder approval is required by applicable law, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to CompanyParent or Purchaser, any of the Company Subsidiaries their Subsidiaries, or any of their properties or assets, except in the case of clauses clause (bi) and or (cii) for such violations, breaches or defaults which would not not, individually or in the aggregate have a Company Material Adverse Effectaggregate, impair in any material respect the ability of each Parent or Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. Except for applicable requirements The execution and delivery of this Agreement by the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar mattersCompany do not, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such those filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the NYBCL, state blue sky, securities or approvals takeover laws, Nasdaq Global Select Market requirements and the failure Irish Competition Xxx 0000, and subject, with respect to the consummation of which the Merger, to be made or obtained would not individually or in obtaining the aggregate have a Company Material Adverse Effect. Neither Stockholder Approval, the execution and delivery performance of this Agreement by Company, nor and the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby will not (ai) conflict with or result in any breach of any provisions provision of the Company Certificate of Incorporation or By-Laws of the Company Bylaws or any of the Company Subsidiariessimilar organizational documents of any Subsidiary thereof, (bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, require the consent from or the giving of notice to a Third Party pursuant to, or give rise to any right of termination, cancellation or acceleration) acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation under, any of the terms, conditions or provisions of any noteCompany Material Contract or any Company Plan, bond(iii) require any filing or registration with, mortgageor permit, indentureauthorization, licenseconsent or approval of, con- tract, agreement or other instrument or obligation to which any Governmental Entity on the part of the Company or any of its Subsidiaries or (iv) assuming compliance with the requirement described above, violate any Applicable Law to which the Company 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 Company, any of the Company its Subsidiaries or any of their respective properties or assetsassets is subject, except in excluding from the case of foregoing clauses (bii) and — (civ) for violationssuch conflicts, breaches requirements, obligations, defaults, failures, breaches, rights or defaults which violations that would not reasonably be expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActDGCL, the Exchange Actrules and regulations of NYSE, state securities or blue sky laws, certain state and local regulatory filings foreign and supranational laws relating to healthcare licensing antitrust and similar matterscompetition clearances and other applicable Regulatory Laws, and neither the filing and recordation execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate transactions contemplated hereby will (i) subject to obtaining the Stockholder Approval, contravene, conflict with, or result in any violation or breach of Merger as required by any provision of the GCLcertificate of incorporation or bylaws of the Company or of the similar organizational documents of any of the Company’s Subsidiaries (assuming the accuracy of the representations and warranties in Section 4.9), no (ii) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity of competent jurisdiction or authority is necessary for (iii) assuming compliance with the consummation by Company of the transactions contemplated by the Transaction Documentsmatters referred to in clause (ii), except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, require any consent by any Person under, constitute a default or constitute (an event that, with or without due notice or notice, lapse of time or both) , would constitute a default (under, or give rise to cause or permit the termination, cancellation, or acceleration of any right or obligation under, or the loss of termination, cancellation or acceleration) a benefit under, any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (bii) and (c) for violationsiii), breaches or defaults which as would not individually or in the aggregate have constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actfilings, the Securities Actregistrations, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such filingsqualifications, permits, authorizations, notices, consents and approvals (i) expressly contemplated by this Agreement, (ii) as have been already obtained, filed or approvals given on or prior to the failure Closing Date (and copies of which will be delivered to the Purchasers) and (iii) under Federal and state securities laws which are permitted to be made after the Closing Date and which the Issuer hereby agrees to file within the time period prescribed by applicable law, none of the execution, delivery or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement or any of the other Transaction Documents by Companythe Issuer, nor the consummation by Company the Issuer of any of the transactions contemplated herebyhereby or thereby, nor or compliance by Company the Issuer with any of the provisions hereof, hereof or thereof will (a) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any Charter Documents of the Company SubsidiariesIssuer, (b) require any filing, registration or qualification with, or permit, authorization, consent or approval of, any governmental entity or other Person (including consents from parties to loans, contracts, leases and other agreements to which the Issuer is a party), (c) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries Issuer is a party or by which any of them or any of their properties or assets may be boundparty, or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries Issuer or any of their its 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements the filings, permits, authorizations, consents and approvals as may be required as set forth in Section 4.4 of the Disclosure Schedule, the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the Certificate of Merger as required by Incorporation or the GCLBy-laws of the Company or any of the Company Subsidiaries, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such Governmental Entity (other than filings, permits, authorizations, consents or approvals the failure of which to be made make or obtained obtain would not individually or in have an adverse effect on the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, taken together as a whole, or the ability of the Company to consummate the transactions contemplated by this Agreement), (biii) result in a 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 payment, termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any noteCompany Material Contract (as defined in Section 4.11), bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (civ) violate in any respect any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries or any of their properties or assets, except (v) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Company Material Contract or Company Permit, or (vi) result in the case creation or imposition of clauses (b) and (c) for violationsany lien upon, breaches or defaults which would not individually the forfeiture of, any asset of the Company or in any of the aggregate have a Company Material Adverse EffectSubsidiaries.

Consents and Approvals; No Violations. Except for applicable requirements Assuming the truth and accuracy of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state representations and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation warranties of the Certificate of Merger as required by the GCLBuyer set forth in Section 7.3, 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 Company 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 or in performance by the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor or the Ancillary Documents to which the Company is or will be a signatory or the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will except for (a) compliance with and filings under the HSR Act and Foreign Competition Laws, (b) such filings as may be required by any applicable federal or state securities, takeover or “blue sky” Laws, (c) those that may be required as a result of any facts or circumstances relating to Buyer or any of its Affiliates, and (d) as set forth on Schedule 4.10. Neither the execution, delivery or performance by the Company of this Agreement or the Ancillary Documents to which the Company is or will be a signatory nor the consummation by the Company of the transactions contemplated hereby will (i) violate any provision of any Group Company’s Governing Documents, (ii) except as set forth on Schedule 4.10, conflict with with, or result in any a breach of the material terms or provisions of, or constitute a default under any provisions Material Contract or Real Property Lease, (iii) violate any Order or Law of the Certificate of Incorporation or By-Laws of any Governmental Entity having jurisdiction over any Group Company or any of the Company Subsidiariestheir respective properties or assets or (iv) except as contemplated by this Agreement or with respect to Permitted Liens, (b) result in a violation or breach of, or constitute (with or without due notice or lapse the creation of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, Lien upon any of the termsproperties, conditions rights or provisions assets of any noteGroup Company; except, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of clauses clause (bii), (iii) and or (c) for violationsiv), breaches or defaults which such occurrences that would not not, individually or in the aggregate aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company 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, the HSR Act and similar foreign competition laws, the execution, delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery perfor- xxxxx of this Agreement by Companyeach Stockholder, nor the consummation by Company each Stockholder of the transactions contemplated hereby, nor hereby and compliance by Company each Stockholder with any of the provisions hereof, will hereof shall not (a) conflict with or result in any breach of any provisions of the Certificate organizational documents of Incorporation or By-Laws of Company such Stockholder, (b) require any filing by such Stockholder or any of the Company Subsidiariesits Subsidiaries with, or any permit, authorization, consent or approval to be obtained by such Stockholder of any Governmental Entity, (bc) 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, con- tract, agreement or other instrument or obligation Contract to which Company or any of the Company Subsidiaries such Stockholder is a party or by which any of them or any of their properties or assets may be bound, bound or affected or (cd) violate any order, writ, injunction, decree, statute, ordinance, rule or regulation applicable to Companysuch Stockholder, any of the Company Subsidiaries or any of their properties or assetsexcept, except in the case of clauses (b) and clause (c) or (d), for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse Effectmaterial adverse effect on the ability of such Stockholder to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the HSR Advisers Act, the Exchange Act, the Securities Act, the Exchange rules and regulations of the NASD, the HSR Act, state securities or blue sky Blue Sky laws, certain state Delaware Law and local regulatory filings relating to healthcare licensing and similar mattersCalifornia Law, and the filing and recordation none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany, no the consummation by the Company of the Transactions or compliance by the Company with any of the provisions hereof shall (i) conflict with or result in any breach of any provision of the Articles of Incorporation, the Bylaws or similar organizational documents of the Company or any the Company Subsidiary, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundAgreements, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Companythe Company or any Company Subsidiary, any to which the Company or any Company Subsidiary is a party or by which any of the Company Subsidiaries or assets of any of their properties or assetsthem is bound, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a material adverse effect on the Company Material Adverse Effectand the Company Subsidiaries, taken as a whole. There are no third party consents or approvals required to be obtained under any of the Company Agreements prior to the consummation of the Transactions, except for such consents and approvals the failure of which to be obtained would not, individually or in the aggregate, have a material adverse effect on the Company and the Company 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 HSR Exchange Act, the Securities Act, the Exchange HSR Act, the DGCL, the laws applied by the Bank Regulatory Authorities, state securities or blue sky laws, certain state takeover laws and local regulatory filings foreign and supranational laws relating to healthcare licensing antitrust and similar mattersanticompetition clearances, and except as may be required in connection with the filing and recordation Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach of any provision of the Restated Certificate of Merger as required by Incorporation or Bylaws of the GCLCompany or of the similar organizational documents of any of its Subsidiaries, no (ii) require any filing or registration with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity on the consummation by Company part 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company its Subsidiaries, (biii) 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, license, con- tract, agreement or other instrument or obligation Contract to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company its Subsidiaries or any of their properties or assets, except in the case of clauses (bii), (iii) and (civ) for failures, violations, breaches or defaults which that would not individually or in the aggregate have a Company Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing -------------------------------------- and recordation of the a Certificate of Merger as required by the GCLDGCL and a filing and recordation of a Certificate of Merger as required by the OGCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority Governmental Approval is necessary for the consummation by 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 required in the aggregate have a Company Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Company, nor the Company or for the consummation by the Company of the transactions contemplated herebyby this Agreement. Assuming that all Governmental Approvals contemplated by the immediately preceding sentence have been duly made or obtained, and assuming that the required consents under, and termination of, certain agreements specified in Exhibit 3.5 attached hereto (the ----------- "Required Consents") have been obtained, neither the execution, delivery and performance of this Agreement nor compliance by Company with any the consummation of the provisions hereof, transactions contemplated hereby by the Company will (a) conflict with or result in any breach of any provisions provision of the Certificate Articles of Incorporation or By-Laws Code of Company or any Regulations of the Company SubsidiariesCompany, (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, con- tract, agreement Contract or other instrument or obligation to which Company or any of binding upon the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundCompany, or (c) violate any order, writ, injunction, decree, statute, rule decree or regulation Law in effect as of the date of this Agreement and applicable to the Company, any of the Company Subsidiaries or any of their its 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect(a). Neither the The execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyhereby will not, nor compliance by Company with (i) violate any provision of the provisions hereof, will (a) conflict with articles of incorporation or result in any breach of any provisions bylaws of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany, (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, con- tract, agreement or other instrument or obligation Contract to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be is bound, or (ciii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assetsassets or (iv) other than in connection with or compliance with (A) the WBCA, except (B) requirements under other state corporation Laws, (C) the HSR Act, (D) Nasdaq rules and listing standards and (E) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a “Governmental Entity”); except, in the case of clauses (bii), (iii) and (c) iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, (1) would not not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect and would not materially adversely affect the ability of the Company to consummate the transactions contemplated hereby, or (2) 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 the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, state the securities laws of any jurisdiction, the HSR Act or blue sky lawsthe laws regulating mergers or competition in any jurisdiction, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany, no the consummation by the Company of any of the Transactions or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of the Company or any Company Subsidiary, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body Governmental Entity or authority is necessary for other Person (including consents from parties to loans, contracts, leases and other agreements to which the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesSubsidiary is a party), (biii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundAgreement, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect on the Company and the Company Subsidiaries. No anti-takeover law of any jurisdiction is applicable to the Transac tions.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR ActNo notice to, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body arbitrator, court, nation, government, any state or authority other political subdivision thereof and any entity exercising executive, legislative, judicial regulatory or administrative functions of, or pertaining to, government (a "Governmental Entity"), or any private third party is necessary for the consummation by 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 Company Material Adverse Effectthis Agreement. Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, hereby nor compliance by the Company with any of the provisions hereof, hereof will (ai) conflict with or result in any material breach of any provisions provision of the Certificate of Incorporation Charter or By-Laws of Company or any of the Company SubsidiariesBylaws, (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 accelerationacceleration or result in the creation of any mortgage, pledge, charge, security interest, claim or encumbrance of any kind (other than licenses or other agreements relating to IP which are not intended to secure an obligation) (collectively, a "Lien")) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tractcontract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them it 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 Company, any of the Company 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 Company Material Adverse Effect.bound or

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals set forth in Section 3.5 of the Company Disclosure Letter or filing of the Merger Certificate with The Delaware Secretary of State, filing of the Proxy Statement, or as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, the HSR Act, Regulatory Laws, the DGCL, the rules and regulations of the NYSE and state securities Laws, neither the execution, delivery or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and performance of this Agreement by the filing and recordation Company nor the consummation by the Company of the Certificate transactions contemplated hereby will (a) contravene, conflict with, or result in any violation or breach of Merger as required by any provision of the GCLcertificate of incorporation or the bylaws of the Company, no or of the similar organizational documents of any of the Company's Subsidiaries, (b) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity or authority is necessary for workers council or similar organization, (c) assuming compliance with the consummation by matters referred to in clause (b) and obtaining the Requisite Company of the transactions contemplated by the Transaction DocumentsVote, except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, (d) require any consent or other action by any Person under, constitute a default, or constitute (an event that, with or without due notice or lapse of time or both) , would constitute a default (default, under, or give rise to cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of termination, cancellation or acceleration) any benefit under, any of the terms, conditions or provisions of any noteMaterial Contract, bond, mortgage, indenture, license, con- tract, agreement or other instrument (e) result in the creation or obligation to which imposition of any Lien on any asset of the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (b) and through (c) for violationse), breaches or defaults which as would not have or would not be reasonably expected to have, individually or in the aggregate have aggregate, a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements as set forth on Schedule 3.5, and subject to the receipt of the HSR ActStockholder Approval, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by Merger, the GCLapplicable requirements of German Antitrust Laws, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated herebyby this Agreement will with the lapse of time, nor compliance by Company with any the giving of the provisions hereof, will notice or both (a) conflict with or result in any breach of any provisions provision of the Certificate Organizational Documents of Incorporation or By-Laws of Company or any of the Company SubsidiariesGroup Company, (b) require any filing with, notice to or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity or affect the validity of any License, (c) result in a violation or breach ofdefault under, 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) acceleration under, any of the terms, conditions or provisions of any noteCompany Material Contract, bond(d) violate in any respect any Law, mortgageorder, indentureinjunction or decree applicable to any Group Company, licenseor (e) result in the imposition of any Lien (other than a Permitted Lien) on any asset or property of a Group Company, con- tractexcluding from the foregoing clauses (c), agreement (c), (d) and (e) such requirements, violations, conflicts, defaults or rights which (i) would not reasonably be expected to be material to the Group Companies, or (ii) become applicable solely as a result of the business or activities in which Buyer or its Affiliates (other instrument than any Group Company) is engaged or obligation as a result of any acts or omissions by, Buyer or its Affiliates (other than any Group Company). The amount of the Merger Consideration to which Company or any be paid with respect to the Class A Common Shares of the Company 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 less than the relevant size-of-transaction threshold set pursuant to Company, any of the Company 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 Company Material Adverse EffectHSR Act.

Consents and Approvals; No Violations. (a) Except (i) for the receipt of the Company Stockholder Approval or as set forth on Schedule 3.4 and (ii) for filings, consents and approvals and terminations of waiting periods as may be required under, and other applicable requirements of of, the HSR Act, and other than customary updates to the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation Form ADV of the Certificate of Merger as required by the GCLCompany and/or any Adviser Subsidiary, no filing withwith or notice to, and no permit, authorization, consent or approval of, or order of, any public body Governmental Entity or authority third party is necessary for the execution and delivery by the Company of this Agreement and the other Merger Documents to which it is party or the consummation by 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 Company Material Adverse Effecthereby and thereby. Neither the execution execution, delivery and delivery performance of this Agreement or the other Merger Documents by Company, the Company nor the consummation by the Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby or thereby will (aA) conflict with or result in any breach of any provisions provision of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesCompany’s Charter Documents, (bB) except as set forth on Schedule 3.4, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or give rise to any right of termination, cancellation or acceleration) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundMaterial Contract, or (cC) violate any order, writ, injunction, decree, statute, rule Permit or regulation Law applicable to Company, the Company or any of the Company its Subsidiaries or any of their respective properties or assets, except except, in the case of clauses (bA) and (cC) above, for violationsviolations that would not, breaches or defaults which would not individually or in the aggregate have aggregate, reasonably be expected to be material to the Acquired Companies, taken as a Company 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 HSR Act, any applicable state takeover laws and applicable state insurance laws and regulations, neither the Securities Actexecution, delivery or performance of this Agreement by such Stockholder nor the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation consummation by it of the Certificate transactions contemplated hereby nor compliance by it with any of Merger as required by the GCLprovisions hereof will (i) conflict with or result in any breach of any provision of its limited liability company agreement or certificate of formation, no (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for Governmental Entity (except where the consummation by Company of the transactions contemplated by the Transaction Documents, except for failure to obtain such filings, permits, authorizations, consents or approvals the failure of which or to be made or obtained make such filings would not individually or in impair the aggregate have a Company Material Adverse Effect. Neither the execution and delivery ability of such Stockholder to perform its obligations under this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesAgreement), (biii) 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, lease, license, con- tractcontract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries such Stockholder 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 order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries it or any of their its properties or assets, except in the case of clauses (biii) and (civ) for violations, breaches or defaults defaults, or rights of termination, amendment, cancellation or acceleration, which would not individually or in impair the aggregate have a Company Material Adverse Effectability of such Stockholder to perform its obligations under this Agreement.

Consents and Approvals; No Violations. Except as disclosed on Schedule 3.11 attached hereto and made a part hereof, and except for the filings, permits, authorizations, consents and approvals as maybe required under, and other applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLSelling Shareholders, no the consummation by the Selling Shareholders or the Company of any of the Transactions or compliance by the Selling Shareholders or the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of the Company or any agreement to which any of the Selling Shareholders are bound, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body Governmental Entity or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documentsother Person (including consents from parties to loans, except for such filingscontracts, permits, authorizations, consents leases and other agreements to which any Selling Shareholder or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiariesis a party), (biii) require any consent, approval or notice under, or result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, Company Agreement or any agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be Selling Shareholders are bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their its properties or assets, except in or any of the case of clauses (b) and (c) for violations, breaches or defaults which would not individually or in the aggregate have a Company Material Adverse EffectSelling Shareholders.

Consents and Approvals; No Violations. Except for as set forth in Section 3.5 of the Company Disclosure Schedule or as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActDGCL, the Exchange Actrules and regulations of the NYSE, state securities or blue sky laws, certain state and local regulatory filings foreign and supranational laws relating to healthcare licensing antitrust and similar matterscompetition clearances and other applicable Regulatory Laws, and neither the filing and recordation execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate transactions contemplated hereby will (i) subject to obtaining the Stockholder Approval, contravene, conflict with, or result in any violation or breach of Merger as required by any provision of the GCLcertificate of incorporation or bylaws of the Company or of the similar organizational documents of any of the Company’s Subsidiaries, no (ii) require the Company to make any notice to, or filing with, and no or obtain any permit, authorization, consent or approval of, any public body Governmental Entity of competent jurisdiction, or authority is necessary for (iii) assuming compliance with the consummation by Company of the transactions contemplated by the Transaction Documentsmatters referred to in clause (ii), except for such filingscontravene, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (b) result in a violation or breach ofof any provision of any applicable Law, require any consent or other action by any Person under, constitute (a default or an event that, with or without due notice or notice, lapse of time or both) , would constitute a default (under, or give rise to any right of cause or permit the termination, cancellation or acceleration) acceleration of any right or obligation under, or the loss of a benefit under, any provision of any Material Contract, or result in the creation or imposition of any Lien, other than any Permitted Lien, on any property, right or asset of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundits Subsidiaries, or (c) violate any orderwith such exceptions, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of each of clauses (bii) and (c) for violationsiii), breaches or defaults which as would not individually or in the aggregate have constitute a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements the filings, permits and consents set forth on Section 3.2(d) of the HSR ActCompany Disclosure Schedule, none of the execution, delivery or performance of this Agreement by the Company, the Securities Act, consummation by the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation Company of the Certificate of Merger as required transactions contemplated hereby or compliance by the GCLCompany with any of the provisions hereof will (i) upon completion of the Company Action as provided in Section 2.3(b), no conflict with or result in any breach of any provision of the Memorandum of Association or Articles of Association or similar organizational documents of the Company or of any of its Subsidiaries, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) 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, con- tractcontract, agreement or other instrument or obligation to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundbound (the "COMPANY AGREEMENTS"), or (civ) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company its Subsidiaries or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole. Section 3.2(d) of the Company Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained by the Company in connection with this Agreement prior to the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of of, the Exchange Act, the HSR Act, the Securities ActFinnish corporation and securities law, the Exchange ActNon-U.S. Monopoly Laws, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, the MBCA and the filing and recordation DGCL, none of the Certificate execution, delivery or performance of Merger as required this Agreement by the GCLCompany or the consummation by the Company of the Transactions will (i) conflict with or result in any breach of any provision of the articles of incorporation, no the bylaws or similar organizational documents of the Company, (ii) require any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesGovernmental Entity, (biii) result in a violation or breach of, or constitute (with or without due notice or lapse the passage 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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be boundAgreement, or (civ) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in except, with respect to the case of foregoing clauses (bii), (iii) and (c) for violationsiv), breaches or defaults which would as could not reasonably be expected to, individually or in the aggregate aggregate, have a Company Material Adverse Effect. There are no third party consents or approvals required to be obtained under the Company Agreements prior to the consummation of the Transactions, except where the failure to obtain such consents or approvals could not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements None of the HSR Actexecution, the Securities Act, the Exchange Act, state securities delivery or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor Merger or any of the other Transactions or compliance by the Company with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of (i) the Certificate Company Governing Documents or (ii) the comparable governing documents of Incorporation or By-Laws of Company or any of the Company its Subsidiaries, (b) require any filing by the Company with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the DGCL in connection with the Merger, (iii) filings, permits, authorizations, waiting period terminations or expirations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of the NASDAQ in connection with this Agreement and the Merger), (c) automatically 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) ), result in the creation of any Liens (other than Permitted Liens), under, any of the terms, conditions or provisions of any noteMaterial Contract, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company 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 Company Material Adverse Effect.or

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither the The execution and delivery of this Agreement by Companythe Company do not, nor and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyTransactions will not, nor compliance by Company with (i) violate any provision of the provisions hereofCompany Charter or the Company Bylaws, will (aii) conflict with or result in violate any breach of any provisions provision of the Certificate equivalent organizational documents of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (biii) 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 a right of of, or result in, termination, amendment, cancellation or accelerationacceleration of any obligation, or to loss of a material benefit under, or result in the creation of any Lien (other than any Liens created as a result of any actions taken by Parent) upon any of the 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, license, con- tract, agreement Contract or other instrument or obligation Permit to which the Company or any of the Company its Subsidiaries is a party or by which any of them or any of their properties or assets may be is bound, or (civ) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their respective properties or assetsassets or (v) other than in connection with or compliance with applicable requirements of (A) the DGCL, except (B) the HSR Act and other Antitrust Laws, (C) Securities Exchange Rules and (D) the Exchange Act, require the Company to make any filing or registration with or notification to, or require the Company to obtain any authorization, consent or approval of, any Governmental Entity; except, in the case of clauses (bii), (iii), (iv) and (c) v), for such violations, breaches or defaults 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, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth on Schedule 3.4 and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, state securities or blue sky lawsthe Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), certain state and local regulatory filings xxxxx xx xxxxxxx laws relating to healthcare licensing and similar matterstakeovers, staxx xxxxxxxxxx xx xxxe sky laws and the filing and recordation DGCL, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the Certificate of Merger as required Transactions contemplated hereby nor compliance by the GCLCompany with any of the provisions hereof shall (i) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents of the Company or of any of its Subsidiaries, no (ii) require on the part of the Company or, to the extent required under any agreement between the Company and the Company Franchisees (as defined in Section 3.20), the Company Franchisees, any filing with, and no or permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Governmental Entity (as defined in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company SubsidiariesSection 3.8), (biii) 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 accelerationacceleration or loss of benefit or creation of any Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Material Contract (as defined in Section 3.15) or (civ) violate any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries, or to the Company's knowledge, any of the judgment, order or decree applicable to Company Subsidiaries Franchisees or any of their properties or assets, except in excluding from the case of foregoing clauses (bii), (iii) and (civ) for where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or the existence of such violations, breaches or defaults which defaults, would not, and would not reasonably be expected to, individually or in the aggregate aggregate, have a material adverse effect on the Company Material Adverse Effectand its Subsidiaries, taken as a whole, and would not materially impair or delay the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, the HSR Act and foreign antitrust laws, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCLMerger, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company none of the transactions contemplated by the Transaction Documentsexecution, except for such filings, permits, authorizations, consents delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor Transactions or compliance by the Company with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the Certificate certificate of Incorporation incorporation, the by-laws or By-Laws similar organizational documents of the Company or any of the Company SubsidiariesSubsidiary, (b) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c), except as set forth in Section 4.7 of the Company Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse the passage of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or loss of any rights) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Agreement or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries Subsidiary or any of their properties or assets, except in the case of clauses (b), (c) and (cd) for such filings, permits, authorization, consents or approvals, violations, breaches breaches, defaults or defaults rights, which would not individually or in the aggregate aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, the HSR Act and state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar mattersnone of the execution, delivery or performance of the Transaction Documents by Sellers and the filing and recordation of the Certificate of Merger as required by the GCLCompany, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Sellers and the Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents Transactions or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Sellers and the Company with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws of Company or any either of the Company SubsidiariesSellers or the certificate of incorporation or bylaws of the Company, each as amended to date, (b) require any material declaration or filing with, or material permit, authorization, consent or approval of, any Governmental Entity, or (c) result in a any material violation or material breach of, constitute a material default under, give rise to any right of termination or constitute acceleration (with or without due notice or the lapse of time or both) a default (pursuant to, or give rise otherwise require any notice to or consent from any right of termination, cancellation or acceleration) Person under, any of the terms, conditions term or provisions provision of any noteMaterial Contract, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of excluding from the Company 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 Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of clauses foregoing clause (b) and (c) for violationssuch declarations, breaches filings, permits, authorizations, consents or defaults approvals which would not individually become applicable but for the business or activities in which Purchaser is or proposes to be engaged or any acts (other than the aggregate have a Company Material Adverse Effectexecution, delivery and performance of this Agreement and the operation of the Purchased Business as currently conducted) or omissions by, or the status of any facts pertaining to, Purchaser.

Consents and Approvals; No Violations. Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of the HSR Act, the Securities Actof, the Exchange Act, the HSR Act and state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar mattersnone of the execution, delivery or performance of the Transaction Documents by Sellers and the filing and recordation of the Certificate of Merger as required by the GCLCompany, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Sellers and the Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents Transactions or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Sellers and the Company with any of the provisions hereof, hereof will (a) conflict with or result in any breach of any provisions provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws of Company or any either of the Company SubsidiariesSellers or the certificate of incorporation or bylaws of the Company, each as amended to date, (b) require any material declaration or filing with, or material permit, authorization, consent or approval of, any Governmental Entity, or (c) result in a any material violation or material breach of, constitute a material default under, give rise to any right of termination or constitute acceleration (with or without due notice or the lapse of time or both) a default (pursuant to, or give rise otherwise require any notice to any right of termination, cancellation or acceleration) Person under, any of the terms, conditions term or provisions provision of any noteMaterial Contract, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Company or any of excluding from the Company 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 Company, any of the Company Subsidiaries or any of their properties or assets, except in the case of clauses foregoing clause (b) and (c) for violationssuch declarations, breaches filings, permits, authorizations, consents or defaults approvals which would not individually become applicable but for the business or activities in which Purchaser is or proposes to be engaged or any acts (other than the aggregate have a Company Material Adverse Effectexecution, delivery and performance of this Agreement and the operation of the Purchased Business as currently conducted) or omissions by, or the status of any facts pertaining to, Purchaser.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR ActHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), xxe Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities ActExchange Act of 1934, as amended (the Exchange Act"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 healthcare licensing and similar mattersand, and the as applicable, filing and recordation of the a Certificate of Merger as required by the GCLDGCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by such 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 Company Material Adverse Effectthis Agreement. Neither the execution and delivery of this Agreement by such Company, nor the consummation by such Company of the transactions contemplated hereby, nor compliance by such Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws Bylaws of Company or any of the Company Subsidiariessuch Company, (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, con- tractcontract, agreement or other instrument or obligation to which such Company or any of the Company Subsidiaries its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Company, any of the Company 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 that would not individually or in the aggregate have a Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements The execution, delivery and performance by the Company of this Agreement and the HSR Act, Transaction Documents to which the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar mattersCompany is a party, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by hereby and thereby, do not and will not (with the Transaction Documents, except for such filings, permits, authorizations, consents passage of time or approvals the failure of which to be made giving or obtained would not individually notice or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will both): (a) result in a violation, default, or breach of or conflict with or result in any breach of any provisions provision of the Certificate Organizational Documents of Incorporation or By-Laws of the Company or any of the Company its Subsidiaries, ; (b) result in a violation, default or breach of or conflict with any provision of any Law or Governmental Order applicable to the Company or any of its Subsidiaries or any of their respective properties, Liabilities or assets; (c) require the consent, notice or other action by any Person under, 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 a right of payment under or result in the loss of benefit, termination, modification, cancellation or acceleration) underacceleration of, or give any Person the right to terminate, modify, cancel or accelerate any term of, any Contract that is material to the business or operations of the terms, conditions Company and its Subsidiaries; or provisions (d) result in the creation or imposition of any note, bond, mortgage, indenture, license, con- tract, agreement or other instrument or obligation to which Lien upon the capital stock of the Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties property or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or its Subsidiaries. No consent, approval, authorization, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority or pursuant to any Law is required by or with respect to the Company in connection with the execution and delivery of their properties this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby 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 Company Material Adverse Effectthereby.

Consents and Approvals; No Violations. Except as set forth on Schedule 3.5 and for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by 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 Company Material Adverse Effect. Neither neither the execution and delivery of this Agreement by Company, nor the consummation by Company of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, hereby will (a) conflict with or result in any breach of any provisions provision of the Certificate certificate of Incorporation incorporation or Byby-Laws of Company or any laws of the Company Subsidiaries, or Seller; (b) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any governmental or regulatory authority; (c) violate, conflict with or result in a violation default (or breach ofany event which, or constitute (with or without due notice or lapse of time or both, would constitute a default) 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, indentureother evidence of indebtedness, guarantee, license, con- tractagreement, agreement lease or other contract, instrument or obligation to which the Company or any of the Company Subsidiaries Seller is a party or by which any of them the Company or Seller or any of their properties or respective assets may be bound, ; or (cd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Company, any of the Company Subsidiaries or any of their properties or assetsSeller, except in excluding from the case of foregoing clauses (b), (c) and (cd) for such requirements, violations, breaches conflicts, defaults or defaults rights (i) which would not individually or in the aggregate have a Company Material Adverse EffectEffect and would not adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement, or (ii) which become applicable as a result of the business or activities in which Buyer is or proposes to be engaged or as a result of any acts or omissions by, or the status of or any facts pertaining to, Buyer.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Actas set forth on SCHEDULE 3.4(a), the Securities Act, execution and delivery by the Exchange Act, state securities or blue sky laws, certain state Company of this Agreement and local regulatory filings relating the other Closing Documents to healthcare licensing and similar matterswhich it is a party do not, and the filing and recordation consummation by the Company of the Certificate of Merger as required transactions contemplated hereby and compliance by the GCLCompany with the provisions hereof will not, no filing conflict with, and no or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligations or the loss of a benefit under or result in the creation of any Lien upon or right of first refusal with respect to any of the properties or assets of the Company under, (i) any provision of the Company Formation Documents or (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise of license applicable to the Company, other than, in the case of (ii), any such violations, defaults, rights, losses or Liens that, individually or in the aggregate, would, so far as the Company may reasonably foresee, not prevent or result in a delay of the consummation of the transactions contemplated by this Agreement. No filing or registration with, or authorization, consent or approval of, any public body Governmental Authority is required by or authority is necessary for with respect to the consummation by 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 Company Material Adverse Effect. Neither connection with the execution and delivery of this Agreement by Company, nor the Company or is necessary for the consummation of the transaction contemplated by this Agreement, except such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, so far as the Company may reasonably foresee, prevent or result in a delay of the consummation of the transactions contemplated hereby, nor compliance by Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Certificate of Incorporation or By-Laws of Company or any of the Company Subsidiaries, (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, con- tract, agreement or other instrument or obligation to which Company or any of the Company 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 Company, any of the Company 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 Company Material Adverse Effect.

Consents and Approvals; No Violations. Except for applicable requirements of the HSR Act, the Securities Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings relating to healthcare licensing and similar matters, and the filing and recordation of the Certificate of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company 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, the Exchange Act and the filing of the certificate of merger, none of the execution, delivery or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor Transactions or compliance by the Company with any of the provisions hereof, of this Agreement will (a) conflict with or result in any breach of any provisions provision of the Certificate Amended and Restated Articles of Incorporation or By-Laws the Amended Code of Regulations of the Company or similar organizational documents of any of the Company Company’s 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 regulatory authority or agency (a “Governmental Entity”), (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, license, con- tract, agreement or other instrument or obligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, Material Contract or (cd) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to the Company, any of the Company its Subsidiaries or any of their properties or assets, except in the case of clauses (b) and ), (c) for or (d) where failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not not, individually or in the aggregate aggregate, have a Company Material Adverse Effect.