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

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither None of the execution, delivery or performance of this Agreement, the Local Purchase Agreements, the Transition Services Agreement by Parent or the Purchaser nor other Transaction Documents or the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance and thereby by Parent or the Purchaser with any of the provisions hereof Buyer will (ia) conflict with or result in any breach of violate any provision of the respective certificate of incorporation or by-laws bylaws (or other comparable governing documents) of Parent or Buyer, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the PurchaserFTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) require requirements of any filing with, foreign Regulatory Laws and Laws regulating trade or permit, authorization, consent exchange or approval of, any Governmental Entitycurrency controls, (iii) except as set forth on Schedule 4.3the notice or application to the NYSE for the acquisition and issuance of the shares of Buyer Common Stock constituting the Buyer Stock Consideration for trading thereon and (iv) such consents, waivers, approvals, licenses, authorizations, permits, filings or notifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby, (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration of any obligation or a loss of any benefit to which Buyer is entitled under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instrument or obligation Permit to which Parent, or any of its Subsidiaries or the Purchaser Buyer is a party or by which any of them Buyer or any of their respective its properties or assets Assets may be bound or (iv) violate any orderbound, writexcept such conflicts, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches breaches, defaults, terminations, cancellations, accelerations or defaults losses of benefit which would not, individually or in the aggregate, have a reasonably be expected to (1) be material adverse effect on Parentto Buyer and (2) impair, its Subsidiaries hinder, delay or the Purchaser taken as a whole and will not materially impair adversely affect in any material respect the ability of Parent or the Purchaser Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby or (d) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any Law applicable to Buyer or by which any of its properties or Assets may be bound, except for such violations which would not, individually or in the aggregate, reasonably be expected to (1) be material to Buyer and (2) impair, hinder, delay or adversely affect in any material respect the ability of Buyer to perform its obligations under this Agreement and to consummate the Sale or other material transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, MBCL and state securities or blue sky laws and the NCBCAtakeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by Parent or the Purchaser and Sub, nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaserand Sub, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would could not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except No consent, approval, order, license or authorization of filing with, or notice to, or permit issued by any Governmental Entity is required or will be required to be made or obtained by any APL Party for filingsthe execution, permitsdelivery and performance by APL or APL Sub of this Agreement or the consummation by any APL Party of the transactions contemplated by this Agreement, authorizations, consents except (a) such reports under and approvals such other compliance with the Exchange Act and the Securities Act as may be required underin connection with this Agreement and the transactions contemplated hereby, (b) the consent contemplated under Section 6.1(b) in respect of the APL Credit Agreement, (c) the transfer document contemplated by Section 5.6, and other applicable requirements of(d) any such consent, approval, order, license or authorization, permit, filing or notification, the Exchange Actfailure to make or obtain, individually or in the HSR Actaggregate, state securities or blue sky laws has not resulted in and would not reasonably be expected to result in a Material Adverse Effect. Assuming compliance with the NCBCAitems described in clauses (a), (b) and (c) of the preceding sentence, neither the execution, delivery or and performance of this Agreement by Parent or the Purchaser APL nor the consummation by Parent or the Purchaser any APL Party of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof this Agreement will (i) conflict with or result in any breach breach, violation or infringement of any provision of the respective certificate Constituent Documents of incorporation or by-laws of Parent or the Purchaserany APL Party, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) in a default (breach, violation, loss of a benefit under, right of guaranteed payment, or give rise to infringement of, or constitute a default, or any right of termination, amendment, modification, cancellation or acceleration) acceleration under, or require the consent of any other Person under, any of the terms, conditions or provisions of any noteContract or permit, bondconcession, mortgagegrant, indenturefranchise or right, leasein each case whether oral or written, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser APL Party is a party or by which any of them or any of their respective properties or assets may be bound are bound, or (iviii) violate or infringe any order, writ, injunction, decree, statute, rule Law or regulation Order applicable to Parent, any of its Subsidiaries APL Party or any of their respective properties or assets, excluding from except in the foregoing clause cases of (ii) through (iii) such ), for breaches, violations, breaches infringements, defaults, or defaults which would notother rights that, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the (a) The execution, delivery or and performance by Parent and Sub of this Agreement by Parent or the Purchaser nor and the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Entities other than (i) the filing of the Certificate of Merger as contemplated by Article I hereof, (ii) compliance with any applicable requirements of the HSR Act and (iii) compliance with any applicable requirements of the Exchange Act. (b) The execution, delivery and performance by Parent or and Sub of this Agreement and the Purchaser with any consummation by Parent and Sub of the provisions hereof transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or byBy-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) loss of benefits under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub or any of their subsidiaries under, or require consent pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation contract to which Parent, Parent or Sub or any of its Subsidiaries or the Purchaser their subsidiaries is a party or by which any of them or any of their respective its properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, statute, rule Order or regulation any Law applicable to ParentParent or Sub, any of its Subsidiaries their subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (ii) or (iii) such for violations, breaches or defaults which that would not, individually or in the aggregate, not reasonably be expected have a material adverse effect Material Adverse Effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for -------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state securities or blue sky takeover laws and the NCBCAforeign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, license, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (a) Other than as may be required under, and other applicable requirements ofset forth on Section 5.2(a) of the Parent Disclosure Letter, the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or do not, the Purchaser nor execution and delivery by Parent of the Ancillary Agreements to be executed and delivered by Parent as contemplated hereby will not and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries (taken as a whole), except for Permitted Liens, under: (1) any provision of the Organizational Documents of Parent or any of its Subsidiaries; (2) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets may be bound; (3) any material Contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets is bound except in the case of clauses (2) and (3) above, for such violations, filings, permits, consents, approvals, notices, breaches or conflicts which would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect with respect to Parent. (b) Except for such filings and approvals as may be required pursuant to the HSR Act and as set forth on Section 5.2(b) of the Parent Disclosure Letter no consent, approval or action of, filing with or notice to any Governmental Entity or private third party is necessary or required under any of the terms, conditions or provisions of any noteLaw or Order, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation any material Contract to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any orderbound, writ, injunction, decree, statute, rule or regulation applicable to for the execution and delivery of this Agreement by Parent, any the performance by Parent of its Subsidiaries obligations hereunder or any the consummation of their properties the transactions contemplated hereby other than those, the failure to obtain or assetsmake which, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, not individually or in the aggregate, aggregate be reasonably expected to have a material adverse effect on Material Adverse Effect with respect to Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for the Merger Filing and filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Securities Act and state securities or blue sky laws and the NCBCAlaws, neither the execution, delivery or performance of this Agreement or any Ancillary Agreements by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby or thereby nor compliance by Parent or the Purchaser and Sub with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the respective certificate certificates of incorporation or by-laws of Parent or the PurchaserSub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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, leaseguarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (ii), (iii) and (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings, or where such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole Parent and will not materially impair the ability of Parent or the Purchaser Sub to consummate the transactions contemplated herebyhereby or by the Ancillary Agreements.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither None of the execution, delivery or performance of this Agreement by Parent Agreement, the Local Purchase Agreements or the Purchaser nor Related Agreements to which Buyer is a party or the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance and thereby by Parent or the Purchaser with any of the provisions hereof Buyer will (ia) conflict with or result in any breach of violate any provision of the respective certificate of incorporation or by-laws bylaws (or other comparable governing documents) of Parent or Buyer, (b) require any Governmental Filings with any Governmental Authority, except for (i) filings with the PurchaserFTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) require requirements of any filing with, foreign Regulatory Laws and Laws regulating trade or permit, authorization, consent exchange or approval of, any Governmental Entity, currency controls and (iii) except as set forth on Schedule 4.3such consents, waivers, approvals, authorizations, permits, filings or notifications which, if not obtained or made, would not, in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, (c) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration or any obligation to repay or a loss of any benefit to which Buyer is entitled under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Contract to which Parent, or any of its Subsidiaries or the Purchaser Buyer is a party or by which any of them Buyer or any of their respective its properties or assets Assets may be bound bound, except such violations, breaches, defaults, terminations, cancellations and accelerations which would not reasonably be expected to have a Buyer Material Adverse Effect or (ivd) assuming the making of the Governmental Filings and obtaining of the related approval referred to in clause (b)(i) or (b)(ii) above, violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Buyer or by which any of its Subsidiaries or any of their properties or assetsAssets may be bound, excluding from the foregoing clause (iii) except such violations, breaches or defaults violations which would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyBuyer Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (i) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the and Purchaser nor do not, and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor and compliance by Parent or with the Purchaser with provisions hereof will not (x) violate any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent Parent, Purchaser or any of their respective Subsidiaries, in each case as amended to the Purchaserdate of this Agreement, (iiy) require any filing withsubject to the governmental filings and other matters referred to in Section 4.2(c)(ii), or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3violate, result in a violation breach of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a material obligation, a right of termination, cancellation or acceleration) acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leaseor other agreement, licensepermit, contractconcession, agreement franchise, license or other instrument or obligation undertaking to which Parent, Purchaser or any of its their respective Subsidiaries or the Purchaser is a party or by which any of them Parent, Purchaser or any of their respective properties Subsidiaries or any of their respective assets may be is bound or affected, or (ivz) subject to the governmental filings and other matters referred to in Section 4.2(c)(ii), violate any order, writ, injunction, decree, statutelaw, rule or regulation applicable to ParentParent and Purchaser, or any order, writ, judgment, injunction, decree, determination or award applicable to Parent and Purchaser currently in effect, which, in the case of clauses (y) and (z) above, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or Purchaser taken as a whole. (ii) No consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any of its Subsidiaries Governmental Entity which has not been received or made is required by or with respect to Parent or Purchaser or any of their properties respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent or assetsPurchaser or the consummation by Parent, excluding from Purchaser of any of the foregoing clause transactions contemplated hereby, except for (i) the filing of premerger notification and report forms under the HSR Act, (ii) those filings required under the Investment Canada Act, (iii) the filing with the SEC of (A) the Schedule 14D-1 and (B) such violationsreports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, breaches (iv) the filing of the certificate of merger or defaults the certificate of ownership and merger, as the case may be, with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (v) any other consents, approvals, authorizations, filings or notices the failure to make or obtain which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on ParentParent or Purchaser, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebywhole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR ActDGCL, the laws of other states in which Parent is qualified to do or is doing business, state securities or blue sky takeover laws and the NCBCAforeign laws, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of limited partnership or the limited partnership agreement of Parent or the certificate of incorporation or by-laws of Parent or the PurchaserSub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, the GBCC, the laws of other states in which Parent is qualified to do or is doing business, state securities or blue sky takeover laws and the NCBCAforeign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither None of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Related Agreements to which Buyer is (or any Buyer Designee, will be) a party or the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance and thereby by Parent Buyer or any Buyer Designee will (a) violate any provision of the Purchaser Organizational Documents of Buyer or any Buyer Designee, (b) require any Governmental Filings with any of the provisions hereof will Governmental Authority, except for (i) filings with the FTC and the DOJ pursuant to the HSR Act, and the rules and regulations promulgated thereunder, (ii) requirements of any foreign Regulatory Laws and Laws regulating trade or exchange or currency controls and (iii) such consents, waivers, approvals, authorizations, permits, filings or notifications which, if not obtained or made, would not reasonably be expected to have a Buyer Material Adverse Effect, (c) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration) acceleration or any obligation to repay or a loss of any benefit to which Buyer or any Buyer Designee is entitled under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Contract to which Parent, Buyer or any of its Subsidiaries or the Purchaser Buyer Designee is a party or by which Buyer, any of them Buyer Designee or any of their respective properties or assets Assets may be bound bound, except such violations, breaches, defaults, terminations, cancellations and accelerations which would not reasonably be expected to have a Buyer Material Adverse Effect or (ivd) assuming the making of the Governmental Filings and obtaining of the related approvals referred to in clause (b)(i) or (b)(ii) above, violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Buyer or any of its Subsidiaries Buyer Designee or by which any of their respective properties or assetsAssets may be bound, excluding from the foregoing clause (iii) except such violations, breaches or defaults violations which would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyBuyer 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 Exchange Act, the HSR Act, state securities or blue sky insurance laws and the NCBCAMBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser and Sub with any of the provisions hereof will (ia) conflict with or result in any breach of violate any provision of the respective certificate articles of incorporation or by-laws bylaws of Parent or the Purchaserand Sub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement), (iiic) except as set forth on Schedule 4.3for the ProAssurance Credit Agreement, 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 cancellation, or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser Affiliates is a party or by which any of them or any of their respective properties or assets may be bound or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries Affiliates or any of their properties or assets, excluding from except in the foregoing clause case of (iiic) such and (d) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser and Sub to consummate the transactions contemplated herebyby this Agreement. As used in this Agreement, an "Affiliate" of an entity is any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the entity.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, the German Competition Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state securities or blue sky takeover laws and the NCBCAforeign laws, neither the execution, delivery or performance of this the Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any 25 30 breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither None of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby nor Transactions, or compliance by Parent or the Purchaser with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws organizational documents of Parent or the Articles of Incorporation or Bylaws of the Purchaser, (iib) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filings as may be required under the DGCL, (iii) except as set forth on the filing with the SEC and the New York Stock Exchange of (A) the Schedule 4.3TO, result in a violation or breach of(B) the Proxy Statement, or constitute if the Company Stockholder Approval is required by Law and (with or without due notice or lapse of time or bothC) a default (or give rise to any right of termination, cancellation or accelerationsuch reports under Section 13(a) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets Exchange Act as may be bound or required in connection with this Agreement and the Transactions, (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with the applicable requirements of the HSR Act, or (d) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation and Law applicable to Parent, any of its Subsidiaries Subsidiaries, or any of their properties or assets, excluding from except in the foregoing case of clause (iiib) or (c) such violations, breaches or defaults which would not, individually or in the aggregate, have a impair in any material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair respect the ability of each of Parent or and the Purchaser to consummate perform its obligations under this Agreement, as the transactions contemplated herebycase may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. Except for ------------------------------------- filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the ATF, the United States Customs Service, state or foreign laws relating to takeovers, state securities or blue sky laws, the DGCL, foreign antitrust laws and or the NCBCAlaws of other states in which Parent or the Purchaser is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by Parent or and the Purchaser nor the consummation by Parent or and the Purchaser of the transactions contemplated hereby nor compliance by Parent or and the Purchaser with any of the provisions hereof will 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 Parent, any of its subsidiaries or the Purchaser, (ii) require on the part of Parent or the Purchaser any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiiEntity,(iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or the Purchaser or any of their properties or assets, excluding from the foregoing clause clauses (ii), (iii) or (iv) 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, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or and the Purchaser taken as a whole and will shall not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation performance by Parent or the Purchaser Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation or by-laws of Parent Incorporation or the Purchaser, Bylaws of the Company; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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 obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound Company Contract or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Parent, which the Company or any of its Subsidiaries or any of their properties or assetsis subject, excluding from the foregoing clause clauses (ii) and (iii) such violationsrequirements, breaches defaults, breaches, rights or defaults which violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent. (b) No filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, court, tribunal, commission, board, bureau, department, political subdivision or other instrumentality of any government (including any regulatory or administrative agency), whether federal, state, multinational (including, but not limited to, the Purchaser European Community), provincial, municipal, domestic or foreign (each, a "GOVERNMENTAL ENTITY") or other Person is required in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DGCL; (ii) compliance with any applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR ACT"), or any foreign laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "SECURITIES ACT") and the Exchange Act; (iv) compliance with any applicable requirements of state blue sky or takeover laws and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to consummate be obtained or made would not, in the transactions contemplated herebyaggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent.

Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable rules and requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws the NASDAQ Stock Market, and the NCBCAfiling of the Articles of Merger, neither (b) for such other filings, permits, authorizations, consents and approvals which have already been obtained and (c) as set forth in Section 4.3 of the disclosure letter, dated the date hereof and delivered by Parent to the Company (the “Parent Disclosure Letter”), none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Merger Sub, the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or the Purchaser Merger Sub with any of the provisions hereof of this Agreement will (iw) conflict with or result in any breach of any provision of the respective articles or certificate of incorporation incorporation, bylaws or by-laws other similar organizational documents of Parent or the Purchaserand Merger Sub, (iix) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiiy) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement Contract or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser (including Merger Sub) is a party or by which any of them or any of their respective properties or assets may be bound or (ivz) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, any of its Subsidiaries (including Merger Sub) or any of their properties or assets, excluding from except in the foregoing case of clause (iiix), (y) or (z) 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, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violations. (i) Assuming compliance with the matters set forth in Section 4.2(e)(ii) and Section 4.2(e)(iii) and the receipt of Parent Shareholder Approval, the execution and delivery of this Agreement by each of Parent and Safety does not, and the performance by each of Parent and Safety of its respective obligations hereunder, including the consummation of the transactions contemplated hereby will not, (A) conflict with any provision of Safety’s or Parent’s Constituent Documents; (B) result (with or without the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration, amendment or termination of any obligation under, any mortgage, indenture, lease, permit, concession, grant, franchise, license, agreement or other instrument or obligation to which Parent or Safety is a party or by which Parent or Safety or any of their respective properties, assets or rights are bound; (C) violate any Law binding upon or applicable to Parent or Safety; (D) result in the creation or imposition of any Lien upon any properties, assets or rights of Parent or Safety or (E) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval under which Parent or Safety conducts its business, except in the case of clauses (B), (C), (D) and (E) above, which would not either (x) prevent or materially impede the ability of Parent or Safety to consummate (or cause the consummation) the transactions contemplated hereby or (y) reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Safety. (ii) Except for filings(A) Parent Shareholder Approval, permits(B) such consents or approvals listed in Section 4.2(e)(ii) of the Safety Disclosure Letter and (C) those consents or approvals the failure of which to be obtained would not reasonably be expected to have, authorizationsindividually or in the aggregate, consents and approvals as may a Material Adverse Effect on Safety, no consent or approval of any other Person (other than any Governmental Entity) is required to be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither obtained by Safety for the execution, delivery or performance of this Agreement by Parent Safety, the performance by Safety of its obligations hereunder or the Purchaser nor the consummation by Parent or the Purchaser Safety of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, hereby. (iii) except as set forth on Schedule 4.3Except with respect to those consents, result in a violation approvals, orders, authorizations, declarations, registrations or breach of, filings the failure of which to be made or constitute (with or without due notice or lapse of time or both) a default (or give rise obtained would not reasonably be expected to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would nothave, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parent, its Subsidiaries Safety or the Purchaser taken as a whole and will not prevent or materially impair impede the ability of Parent or the Purchaser Safety to consummate (or cause the consummation of) the transactions contemplated hereby, no consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any Governmental Entity is required to be made or obtained by Safety or Parent in connection with the execution or delivery of this Agreement by Safety and Parent or the consummation by Safety and Parent of the transactions contemplated hereby, except for (i) compliance by Safety with the HSR Act and (ii) the filing of the applicable Certificate of Merger with the Secretary of State of the State of North Carolina and the Secretary of State of Delaware in accordance with the LLC Act and the DGCL, respectively.

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 Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCADGCL, neither none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby nor Transactions or compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound (including specifically that certain Asset Purchase Agreement, dated as of October 18, 2000, between Parent and Apex Site Management, Inc.), or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on ParentParent and its Subsidiaries, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebywhole.

Consents and Approvals; No Violations. Except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx Xxchange Act, state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain filings and approvals relating to healthcare licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filing of appropriate Articles of Merger and Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the GCL and the General Corporation Law of Delaware, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), is necessary in connection with the consummation by Parent or Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate prevent, materially delay or materially impair the ability of Parent or Sub to consummate the transactions contemplated by this Agreement. Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Sub of this Agreement, nor the consummation by Parent or the Purchaser Sub of the transactions contemplated hereby hereby, nor compliance by Parent or the Purchaser Sub with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the respective certificate of incorporation charter documents or by-laws of Parent or the PurchaserSub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iiib) such and (c) for violations, breaches or defaults which would notnot prevent, individually materially delay or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser Sub to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws Laws, the HSR Act or any other Antitrust Law, the filing and recordation of the Articles of Merger as required by the MGCL and the NCBCAfiling and recordation of the Certificate of Merger as required by DGCL, neither no filing with or notice to, and no permit, authorization, consent or approval of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent and MergerCo of this Agreement or the consummation by each of Parent and MergerCo of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution, delivery or performance of this Agreement by each of Parent or the Purchaser and MergerCo nor the consummation by each of Parent or the Purchaser and MergerCo of the Merger or any of the other transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate articles or bylaws (or similar organizational documents) of incorporation or by-laws each of Parent or the PurchaserMergerCo, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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, amendment, cancellation or accelerationacceleration or Encumbrance or result in the reduction or loss of any benefit) under, any of the terms, conditions or provisions of any loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instrument or obligation to which Parenteach of Parent or MergerCo, or any of its Subsidiaries or the Purchaser their respective subsidiaries, is a party or by which any of them or any of their respective properties or assets may be bound bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parenteach of Parent or MergerCo, any of its Subsidiaries or any of their respective subsidiaries, or any of their respective properties or assets, excluding from the foregoing clause in each case with respect to (ii) and (iii) such violationsabove, breaches or defaults except as which would notnot have or would not reasonably be likely to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Exchange ActAct (including the filing with the SEC of a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments thereto, the "SCHEDULE 13E-3"), the HSR Act, state securities or blue sky laws Act and Sections 607.1103 - 607.1105 of the NCBCACorporation Law, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate articles of incorporation or by-laws bylaws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Merger), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Purchaser or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentPurchaser, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would could not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by each of Parent or the Purchaser nor and Merger Sub does not and the consummation by each of Parent or the Purchaser and Merger Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not: (i) conflict with or result in any breach of any provision provisions of the respective certificate of incorporation or by-laws Constituent Documents of Parent or the Purchaser, Merger Sub; (ii) require violate in any filing with, material respect any Law binding upon or permit, authorization, consent otherwise applicable to Parent or approval of, any Governmental Entity, Parent Subsidiary or any of their respective material properties or assets (assuming compliance with the matters set forth in Section 4.3(b)); (iii) except as set forth on Schedule 4.3result, result in a violation or breach ofafter the giving of notice, with lapse of time, or constitute (with otherwise, in any material violation, default or without due notice loss of a benefit under, or lapse permit the acceleration or termination of time any obligation under or both) a default (or give rise to require any right of termination, cancellation or acceleration) consent under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument instrument, permit, concession, grant, franchise or obligation to which Parentlicense of, or binding upon Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them Parent Subsidiary or any of their respective properties or assets may be bound or assets; (iv) violate result in the creation or imposition of any order, writ, injunction, decree, statute, rule Lien upon any properties or regulation applicable to Parent, any assets of its Subsidiaries Parent or any Parent Subsidiary; or (v) cause the suspension or revocation of their properties or assetsany Parent permit, excluding from the foregoing clause (iii) such violations, breaches or defaults which except as would not, individually or in the aggregate, have reasonably be expected to result in a material adverse effect Material Adverse Effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or prevent or materially delay the Purchaser to consummate consummation of the transactions contemplated hereby. (b) No clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity is required to be made or obtained by Parent or any Parent Subsidiary in connection with the execution or delivery of this Agreement by each of Parent and Merger Sub or the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, except for: (i) compliance with the HSR Act; (ii) the filing of the Certificate of Merger with, and acceptance for record by, the Secretary of State of the State of Delaware in accordance with the DGCL and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” Laws; (iii) the filings with the SEC of (A) if the Company Stockholder Approval is required by applicable Law, the Proxy Statement, (B) the Offer Documents, (C) the Schedule 14D-9, and (D) such reports and other filings under and such other compliance with the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; and (iv) any such other clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to materially adversely affect the operations or business of Parent and its Subsidiaries or prevent or materially delay the consummation of the transactions contemplated hereby.

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, applicable foreign and state securities or blue sky laws, the HSR Act, the DGCL and state securities or blue sky laws and the NCBCAtakeover laws, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Stockholder Agreement by the Investor and Newco, nor the consummation by Parent or the Purchaser Investor and Newco of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or formation or by-laws or operating agreement, or comparable documents of Parent or the PurchaserInvestor and Newco, as the case may be, (ii) require any filing with, notice to, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Merger), (iii) except as set forth on Schedule 4.3, result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instrument or obligation to which Parent, the Investor or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Investor, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would could not, individually or in the aggregate, have a material adverse effect on Parent, be reasonably expected to either prevent or materially delay the consummation of the Merger or impair its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyperform its obligations hereunder.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the (a) The execution, delivery or and performance by Parent and Merger Sub of this Agreement by Parent or the Purchaser nor and the consummation by Parent or the Purchaser and Merger Sub of the transactions contemplated hereby nor by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Entities other than (i) the filing of the Certificate of Merger as contemplated by Article II hereof, (ii) compliance with any applicable requirements of the HSR Act and (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and state securities and "blue sky" laws. (b) The execution, delivery and performance by Parent or and Merger Sub of this Agreement and the Purchaser with any consummation by Parent and Merger Sub of the provisions hereof transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the respective certificate articles of incorporation or by-laws of Parent or the Purchaser, certificate of incorporation or by-laws of Merger Sub; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) loss of benefits under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub or any of their Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation contract to which Parent, Parent or Merger Sub or any of its their Subsidiaries or the Purchaser is a party or by which any of them or any of their respective its properties or assets may be bound bound; or (iviii) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to ParentParent or Merger Sub, any of its their Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents consents, and approvals as may be required under, and other applicable requirements of, the Exchange Securities Act, the HSR Exchange Act, state securities or blue sky laws Laws, the HSR Act, the German Cartel Act, and the NCBCAfiling and recordation of the Certificate of Merger as required by the DGCL, neither no filing with or notice to, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or MergerSub of this Agreement or the consummation by Parent or MergerSub of the Transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery or delivery, and performance of this Agreement by Parent or the Purchaser MergerSub nor the consummation by Parent or the Purchaser MergerSub of the transactions Transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws bylaws of Parent or the PurchaserMergerSub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice notice, or lapse of time time, or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, or accelerationacceleration or Lien) under, any of the terms, conditions conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement agreement, or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser MergerSub is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries Parent or MergerSub or any of their properties respective assets or assetsproperties, excluding from except in the foregoing case of 34 42 clause (ii) or (iii) such for violations, breaches breaches, or defaults which do not or would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofAssuming that the Company Stockholder Approval is received, the Exchange Actexecution and delivery of this Agreement, the HSR Act, state securities or blue sky laws Registration Rights Agreement and the NCBCA, neither Warrants by the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Company and the consummation by Parent or the Purchaser Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Transaction, do not and will not (i) violate or conflict with or result in any breach of any provision the Organizational Documents of the respective certificate Company or any of incorporation or by-laws of Parent or the Purchaserits Subsidiaries, (ii) violate or conflict with any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) require any filing with, or permit, authorizationPermit, consent or approval of, or the giving of any notice to, any Governmental Entity, except for (iiiA) except the Proxy Statement, (B) any Other Filing, (C) any other filing, Permit, consent, approval or notice provided for in the Registration Rights Agreement, (D) filings required by ILDE as set forth on Schedule 4.3a stockholder of the Company and (E) any required approval of or notice to the NYSE Amex, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) acceleration of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, the Company or any of its Subsidiaries or the Purchaser is a party party, or by which any of them the Company or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assetsmay be bound, excluding from in the foregoing clause case of clauses (iii) such and (iv) above, conflicts, violations, breaches or defaults breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Liens which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyCompany Material Adverse Effect.

Consents and Approvals; No Violations. Except as set forth in Section 4.7 of the Party's Disclosure Schedule, assuming that the Stockholder Approvals have been obtained and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Securities Act, state securities or state "blue sky sky" laws, NASDAQ requirements and any antitrust laws and (b) for filing of the NCBCACertificate, neither none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Party, the consummation by Parent or the Purchaser Party of the transactions contemplated hereby nor or compliance by Parent or the Purchaser Party with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate organizational documents of incorporation the Party or by-laws any of Parent or the Purchaserits Subsidiaries, (ii) require any filing by the Party with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction (a "Governmental Entity"), (iii) except as set forth on Schedule 4.3, result in a violation or breach by the Party 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 any loss of benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Material Contract to which Parent, the Party or any of its Subsidiaries or the Purchaser is a party or by which any of them it or any of their respective properties its Properties or assets Assets may be bound bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation (collectively, "Laws") applicable to Parent, the Party or any of its Subsidiaries or any of their respective properties or assets, ; excluding from the foregoing clause clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Party of its material obligations under this Agreement or (C) reasonably be expected to have a material adverse effect Material Adverse Effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyParty.

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 Exchange Act, the HSR Act, state Non-U.S. Monopoly Laws, Finnish corporation law, the Finnish Companies Act and Finnish and other securities or blue sky laws law, the MBCA and the NCBCADGCL, neither none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Merger Sub or the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Transactions will (i) conflict with or result in any breach of any provision of the respective certificate articles of incorporation association or by-laws bylaws or similar organizational documents of Parent or the PurchaserMerger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound bound, or (iv) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from except, with respect to the foregoing clause clauses (ii), (iii) such violationsand (iv), breaches or defaults which would notas could not reasonably be expected to, individually or in the aggregate, have a material adverse effect on ParentParent Material Adverse Effect. There are no third party consents or approvals required to be obtained under the Parent Agreements prior to the consummation of the Transactions, its Subsidiaries except where the failure to obtain such consents or approvals could not reasonably be expected to, individually or in the Purchaser taken as aggregate, have a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (i) Assuming compliance with the matters set forth in Section 4.1(e)(ii) and approvals as may be required under, and other applicable requirements ofSection 4.1(e)(iii), the Exchange Actaccuracy of Parent’s and Safety’s representations in Section 4.2(y) and the receipt of Receiver Stockholder Approval and with respect to the Additional Charter and By-Laws Amendments, the HSR ActAdditional Receiver Stockholder Approval, state securities or blue sky laws the execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or Receiver and Merger Sub does not, and the Purchaser nor performance by Receiver and Merger Sub of their respective obligations hereunder, including the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not, (iA) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent Receiver’s Constituent Documents or the Purchaser, Constituent Documents of any Subsidiary of Receiver; (iiB) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due the giving of notice or the lapse of time or both) in any violation of or default or loss of a default (benefit under, or give rise to permit the acceleration, amendment or termination of any right of termination, cancellation or acceleration) obligation under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, permit, concession, grant, franchise, license, contract, agreement or other instrument or obligation to which Parent, Receiver or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties properties, assets or assets may be bound or rights are bound; (ivC) violate any order, writ, injunction, decree, statute, rule Law binding upon or regulation applicable to ParentReceiver or its Subsidiaries; (D) result in the creation or imposition of any Lien upon any properties, any assets or rights of its Subsidiaries Receiver or any Subsidiary of their properties Receiver or assets(E) cause the suspension or revocation of any permit, excluding from license, governmental authorization, consent or approval under which Receiver and the foregoing clause Subsidiaries of Receiver conduct Receiver’s business, except in the case of clauses (iiiB), (C), (D) such violationsand (E) above, breaches or defaults which would notnot reasonably be expected (x) to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parent, its Subsidiaries Receiver or the Purchaser taken as a whole and will not (y) prevent or materially impair impede the ability of Parent Receiver or the Purchaser Merger Sub to consummate the transactions contemplated hereby. (ii) Except for (A) the Receiver Shareholder Approval and with respect to the Additional Charter and By-Laws Amendments, the Additional Receiver Stockholder Approval, (B) such consents or approvals listed in Section 4.1(e)(ii) of the Receiver Disclosure Letter, (C) those consents or approvals the failure of which to be obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Receiver and (D) the JPMorgan Consent, which remains in full force and effect, no consent or approval of any other Person (other than any Governmental Entity) is required to be obtained by Receiver or Merger Sub for the execution, delivery or performance of this Agreement by Receiver and Merger Sub, the performance by Receiver and Merger Sub of their respective obligations hereunder or the consummation by Receiver and Merger Sub of the transactions contemplated hereby. (iii) Except for those consents, approvals, orders, authorizations, declarations, registrations or filings the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Receiver or prevent or materially impede the ability of Receiver or Merger Sub to consummate the transactions contemplated hereby, no consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any Governmental Entity is required to be made or obtained by Receiver or any Subsidiary of Receiver in connection with the execution or delivery of this Agreement by Receiver or the consummation by Receiver of the transactions contemplated hereby, except for (x) compliance by Receiver with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (y) the filing of the applicable Certificate of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of North Carolina in accordance with the DGCL and the LLC Act, respectively; and (z) the filings with the SEC of (A) the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act, the Securities Act and state securities or “blue sky” laws and the rules and regulations thereunder as may be required in connection with this Agreement and the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be Assuming that (a) the Governmental Approvals required underto Convey any real property or Governmental Permits to Acquiror have been made or obtained, and other applicable requirements of(b) the Governmental Approvals set forth on Section 2.03 of the Seller Disclosure Letter have been obtained, the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement and the Ancillary Agreements by Parent or the Purchaser nor Acquiror and the consummation by Parent or the Purchaser Acquiror of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby do not and will not (i) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent bylaws (or the Purchasercomparable governing documents) of Acquiror or any member of the Acquiror Group, (ii) require violate or conflict with any filing with, Law or permit, authorization, consent or approval of, Order of any Governmental EntityAuthority applicable to Acquiror or any member of the Acquiror Group or by which any of its or their properties or assets may be bound, (iii) except as set forth on Schedule 4.3require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under or give rise to any right of termination, cancellation or acceleration) , under or result in the creation of any Security Interest upon any of the material properties or assets of Acquiror or its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, or any member of its Subsidiaries or the Purchaser Acquiror Group is a party or by which any party, excluding in the case of them or any of their respective properties or assets may be bound or clauses (ii) through (iv) violate any orderabove, writconflicts, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches breaches, defaults, rights of payment and reimbursement, terminations, cancellations, accelerations or defaults required approvals which would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyan Acquiror MAE.

Consents and Approvals; No Violations. Except as set forth on Schedule 3.2(c) and for all filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky and foreign competition, antitrust and takeover laws, including applicable laws of Australia, Brazil, Canada, Ireland, Mexico, New Zealand and Portugal and applicable regulations of the NCBCAEuropean Union, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Buyer nor the consummation by Parent or the Purchaser Buyer of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Transactions will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the PurchaserBuyer, (ii) require Buyer to make any filing with, or Buyer to obtain any permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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, contract, agreement or other instrument or obligation to which Parent, Buyer or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentBuyer, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except, in the foregoing clause case of clauses (ii), (iii) such and (iv), for failures to make filings, or to obtain permits, authorizations, consents or approvals, or violations, breaches breaches, defaults, or defaults rights of termination, amendment, cancellation or acceleration, which would not, individually not prevent or in the aggregate, have a material adverse effect on Parent, its Subsidiaries materially hinder or the Purchaser taken as a whole and will not materially impair delay the ability of Parent or the Purchaser Buyer to perform its obligations under this Agreement and to consummate the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. Except for filingsAssuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, permits(ii) voluntary notification under Exon-Florxx xx made, authorizations, consents (iii) the requirements of the Exchange Act relating to the Proxy Statement and approvals as may be required under, the Offer are met and (iv) the filing of the Certificate of Merger and other applicable requirements ofappropriate merger documents, if any, as required by the laws of the State of New York is made, the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor and Sub and the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the respective certificate Articles of incorporation or by-laws Association of Parent or the PurchaserCertificate of Incorporation or By-Laws of the Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice to any governmental or regulatory body, agency or authority; or (iii4) except as set forth on Schedule 4.3, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which Parent, Parent or Sub or any of its Subsidiaries or the Purchaser their subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be bound except for in the case of clauses (3) and (4) above for such filing, permit, consent, approval or (iv) violate any orderviolation, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on Parentthe Condition of the Parent and Sub, its Subsidiaries or the Purchaser taken as a whole and will not whole, or could be reasonably likely to prevent or materially impair the ability delay consummation of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except as set forth in Item 5.3 of the Parent Letter, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, state securities or blue sky takeover laws and the NCBCAforeign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or byBy-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such or (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.,

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCANYBCL, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby Transactions nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate articles of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity with respect to the business carried on by Parent or its subsidiaries as of the date hereof, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from the foregoing clause clauses (iiiii),(iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or subsidiaries and the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebywhole.

Consents and Approvals; No Violations. Except Except, in the case of clause (b) below, for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws Exon-Fxxxxx and the NCBCAfiling of the Certificate of Merger, neither none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Merger Sub, the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or the Purchaser Merger Sub with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation incorporation, bylaws or by-laws other similar organizational documents of Parent or the Purchaserand Merger Sub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiic) except as set forth on Schedule 4.3, 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, cancellation amendment, cancelation or acceleration) acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance 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, lease, license, contract, permit, concession, franchise, agreement or other instrument or obligation obligation, whether written or oral, to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (ivd) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, any of its Subsidiaries (including Merger Sub) or any of their properties or assets, excluding from except in the foregoing case of clause (iiib), (c) 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 have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser and Merger Sub to consummate the transactions contemplated hereby.Merger and the other Transactions. Table of Contents

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Assuming (i) the filings required under the HSR Act are made and approvals as may be required under, the waiting period thereunder has been terminated or has expired and (ii) the filing of the Certificate of Merger and other applicable requirements ofappropriate merger documents, if any, as required by the laws of the State of Delaware, the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor and Sub and the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the respective certificate Certificate of incorporation Incorporation or byBy-laws Laws of Parent or the PurchaserSub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice to any governmental or regulatory body, agency or authority; or (iii4) except as set forth on Schedule 4.3, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their respective direct or indirect subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which Parent, Parent or Sub or any of its Subsidiaries or the Purchaser their subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be bound except for in the case of clauses (3) and (4) above for such filing, permit, consent, approval or (iv) violate any orderviolation, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually not prevent or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability delay consummation of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or and Sub do not, and the Purchaser nor performance by Parent and Sub of this Agreement and the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not, (i) conflict with or result in any breach of violate any provision of the respective certificate articles of incorporation or by-laws association (statuten), as last amended on August 2, 2010 of Parent or the Purchasermemorandum of association or bye-laws of Sub, as currently in effect, (ii) assuming compliance with the matters referred to in Section 5.3(iv)(A)-(D), and subject to obtaining the Parent Shareholder Approval as described in Section 5.17, require any filing withconsent by any Person under, conflict with or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be is bound or result in the creation of any Lien in or upon any of the properties, rights or assets of Parent or Sub, (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries or any of their properties or assetsassets or (iv) other than in connection with or compliance with (A) the Laws of Bermuda (including the completion of the Statutory Merger Formalities), excluding from (B) the foregoing clause HSR Act and other Antitrust Laws, (C) Nasdaq Rules and listing standards and (D) the Exchange Act, require on the part of Parent or Sub any filing or registration with or notification to, or require Parent to obtain any authorization, consent or approval of, any Governmental Entity, except in the case of clauses (ii), (iii) and (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 notnot have or reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required underNo filing with or notice to, and other applicable requirements ofno license, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, waiver, authorization, registration, consent or approval of, any Governmental EntityEntity is required on the part of Seller for the execution, delivery and performance by Seller of this Agreement, any Ancillary Agreements to which it is a party or the consummation by Seller of the transactions contemplated by this Agreement, including, without limitation, the transactions contemplated by the Restructuring Plan, except (i) compliance with any applicable requirements of the HSR Act and under any non-U.S. Antitrust Laws (ii) compliance with any foreign, state or federal licenses or permits relating to the Business listed on Section 3.4 of the Seller Disclosure Schedule; or (iii) except as set forth on Schedule 4.3any such filings, notices, licenses, permits, authorizations, registrations, waivers, consents or approvals, the failure to make or obtain would not give rise to material liabilities, or would not reasonably be expected to materially impact the operation of the Business. Assuming compliance with the items described in clauses (i) through (iii) of the preceding sentence, neither the execution, delivery and performance of this Agreement by Seller nor the consummation by Seller of the transactions contemplated by this Agreement, including, without limitation, the transactions contemplated by the Restructuring Plan, will (A) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or bylaws (or similar governing documents) of Seller or any member of the Commercial Air Group, (B) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Material Contract to which Parent, the Seller or any of its Subsidiaries or the Purchaser members of the Commercial Air Group is a party or by which any of them they are or any of their respective properties or assets may be bound bound; or (ivC) violate or infringe any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any member of its Subsidiaries the Commercial Air Group or any of their respective properties or assets, excluding from except in the foregoing clause case of each of clauses (iiiB) such and (C) for breaches, violations, breaches infringements, defaults, Liens or defaults which other rights that would notnot give rise to material liabilities, individually or in would not reasonably be expected to materially impact the aggregate, have a material adverse effect on Parent, its Subsidiaries or operation of the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyBusiness.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, state securities the IBCL or blue sky the laws and the NCBCAof other states in which Parent is qualified to do or is doing business, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate or articles of incorporation or byBy-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to make such filings or to obtain such permits, authorizations, consents or approvals would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, contract, agreement or other instrument or obligation Contract to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would that could not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries reasonably be expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, ------------------------------------- permits, authorizations, consents consents, and approvals as may be required under, and other under applicable requirements of, the Exchange Act, the HSR Act, of state securities or blue sky laws laws, and the NCBCAfiling and recordation of the Certificate of Merger as required by the CGCL, neither no filing with or notice to, and no permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Acquisition of this Agreement or any of the other Transaction Documents to which it is a party or the consummation by Parent or Acquisition of the transactions contemplated hereby and thereby. Neither the execution, delivery or and performance of this Agreement or any of the other Transaction Documents to which it is a party by Parent or the Purchaser Acquisition nor the consummation by Parent or the Purchaser Acquisition of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate Certificate or Articles of incorporation Incorporation or by-laws bylaws (or similar governing documents) of Parent or the PurchaserAcquisition or any of Parent's other subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or Acquisition or any of its Subsidiaries or the Purchaser Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Acquisition or any of its Subsidiaries Parent's other subsidiaries or any of their respective properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act, state or foreign laws relating to takeovers, if applicable, state securities or blue sky laws, certain filings and approvals relating to healthcare licensing, certificate of need, change of ownership filings pursuant to Medicare and Medicaid laws and similar matters, and the filing of appropriate Articles of Merger and Certificate of Merger in such form as required by, and executed in accordance with the relevant provisions of, the GCL and the General Corporation Law of Delaware, no filing with, and no permit, authorization, consent or approval of, any governmental or regulatory authority, agency, commission or other governmental entity, domestic or foreign ("Governmental Entity"), is necessary in connection with the consummation by Parent or Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate prevent, materially delay or materially impair the ability of Parent or Sub to consummate the transactions contemplated by this Agreement. Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Sub of this Agreement, nor the consummation by Parent or the Purchaser Sub of the transactions contemplated hereby hereby, nor compliance by Parent or the Purchaser Sub with any of the provisions hereof hereof, will (ia) conflict with or result in any breach of any provision provisions of the respective certificate of incorporation charter documents or by-laws of Parent or the PurchaserSub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iiib) such and (c) for violations, breaches or defaults which would notnot prevent, individually materially delay or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser Sub to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filingsas set forth in Schedule 6.3, permitsassuming (i) that any filings required under the HSR Act are made and the waiting periods thereunder have been terminated or have expired, authorizations(ii) the receipt of the requisite approvals or clearances of applicable foreign antitrust authorities, consents and approvals as may be required underif any, and other applicable requirements of(iii) the receipt of the necessary approvals of the Bankruptcy Court (including, without limitation, the Exchange ActSale Procedures Order and Approval Order), the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement and the Ancillary Agreements to which it is a party by Parent or each of the Purchaser nor Sellers and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of any Transaction Party under (a) the respective charter or By-laws or other constituent documents of the Transaction Parties, (b) any Law or Order by which any Transaction Party is bound or by which any of their respective properties or assets are bound, (c) any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, leaseguarantee, license, franchise, permit, agreement, understanding arrangement, contract, commitment, lease, franchise agreement or other instrument or obligation (whether oral or written) (each, including all amendments thereto, a "CONTRACT") to which Parent, or any of its Subsidiaries or the Purchaser Seller is a party party, or by which any of them they or any of their respective properties or assets may be is bound and (d) will not require on the part of the Sellers any filing with, or (iv) violate permit, consent, waiver or approval of, or the giving of any order, writ, injunction, decree, statute, rule or regulation applicable to Parentnotice to, any of its Subsidiaries Governmental Authority on or any of their properties or assets, prior to the Closing Date excluding from the foregoing clause clauses (iiib) such and (d) violations, breaches or defaults filings, notices, consents and approvals, the absence of which would not, individually or not reasonably be expected to result in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser Material Adverse Effect to consummate the transactions contemplated herebysuch Seller.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance by Purchaser of this Agreement by Parent or nor the Purchaser Ancillary Agreements to which it is a party nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, or any of its Subsidiaries or the either Purchaser is a party or by which any of them or any of their respective properties or such Purchaser's assets may be bound or (ivii) conflict with or violate in any order, writ, injunction, decree, statute, rule or regulation material respect any Laws applicable to Parent, any of its Subsidiaries either Purchaser or any of their such Purchaser's properties or assets, excluding from ; except in the foregoing case of clause (iiii) for such conflicts, violations, breaches or defaults which would not, individually or in the aggregateaggregate would not have a Material Adverse Effect on such Purchaser or materially impair or delay the consummation of the transactions contemplated by this Agreement. (b) Assuming that the representation and warranty of the Shareholder set forth in Section 1.2(b) is true and correct, no filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchasers or the consummation by the Purchasers of the transactions contemplated hereby, except (i) applicable requirements under Competition Laws, (ii) applicable requirements under the Exchange Act, and (iii) such other consents, approvals, authorizations, and notifications of or to any Person, other than a material consent, approval, authorization and notification of or to any Governmental Authority, the failure of which to be obtained or made would not have a material adverse effect on Parentthe business, its Subsidiaries assets, liabilities, results of operations or financial or other condition of the Purchaser taken as a whole and will not Purchasers, or materially impair or delay the ability consummation of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or any other agreement or document to which the Purchaser nor is or will become a party as contemplated by this Agreement, the consummation by Parent or the Purchaser of the transactions contemplated hereby herein or therein nor compliance by Parent or the Purchaser with any of the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or notice, lapse of time or both) in a default (or give rise to any right breach of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of the articles, by-laws or other constating documents of the Purchaser, (b) conflict with or result in a breach or a default under any of the provisions of any note, bond, lease, mortgage, indenture, leaselicence, licensefranchise, contractpermit, agreement agreement, Contract or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party party, or by which any of them or any of their respective properties or assets may be the Purchaser is bound or (iv) violate any orderaffected, writexcept for such conflict, injunction, decree, statute, rule breach or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults default which would notnot have or would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parentthe Purchaser or its business or any of its assets, or (c) violate any Laws applicable to the Purchaser or any of its Subsidiaries properties or assets. No consent or approval by, or any notification or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Purchaser of this Agreement or any other agreement or document to which the Purchaser is or will be a party. There is no Claim commenced or in progress or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser or any of its property or assets that might otherwise impair the consummation, or the Purchaser taken as a whole and will not materially impair benefits to the ability Vendors, of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement or in any other agreement or document to which the Purchaser is or will be a party.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals (a) Other than as may be required under, and other applicable requirements ofset forth in Schedule 4.2(a), the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or Purchaser do not, the execution and delivery by Purchaser nor of the other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby and the issuance of the Stock Consideration will not and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent and thereby will not (with or without due notice or lapse of time or both) result in the Purchaser with creation of any Lien upon any of the provisions hereof will (i) conflict with properties or result in any breach assets of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under: (i) any provision of the Organizational Documents of Purchaser; (ii) subject to obtaining and making any of the approvals, consents, notices and filings set forth in Schedule 4.2(b), any Law or Order applicable to Purchaser or by which any of its properties or assets may be bound; or (iii) any Contract to which Purchaser is a party, or by which any of its properties or assets is bound except in the case of clauses (ii) and (iii) above, for such violations, filings, permits, consents, approvals, notices, breaches or conflicts which could not reasonably be expected to have a Material Adverse Effect with respect to Purchaser. (b) Except for such filings and approvals as may be set forth in Schedule 4.2(b), no consent, approval, Permit, registration, report or action of, filing with, notice to or authorization of any Governmental or Regulatory Authority or any other Person is necessary or required (i) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement Law or other instrument Order or obligation any Contract to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective its properties or assets may be is bound or (ivii) violate any orderfor the execution and delivery of this Agreement by Purchaser, writ, injunction, decree, statute, rule or regulation applicable to Parent, any the performance by Purchaser of its Subsidiaries obligations hereunder, the issuance of the Stock Consideration or any the consummation by Purchaser of their properties or assetsthe transactions contemplated hereby other than those, excluding from the foregoing clause (iii) such violationsfailure of which to obtain, breaches or defaults which would notcould not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser Material Adverse Effect with respect to consummate the transactions contemplated herebyPurchaser.

Consents and Approvals; No Violations. Except for filingsAssuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, permits(ii) voluntary notification under Exon-Xxxxxx is made, authorizations, consents (iii) the requirements of the Exchange Act relating to the Proxy Statement and approvals as may be required under, the Offer are met and (iv) the filing of the Certificate of Merger and other applicable requirements ofappropriate merger documents, if any, as required by the laws of the State of New York is made, the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor and Sub and the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the respective certificate Articles of incorporation or by-laws Association of Parent or the PurchaserCertificate of Incorporation or By-Laws of the Sub; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which either of their respective properties or assets may be bound; (ii3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice to any governmental or regulatory body, agency or authority; or (iii4) except as set forth on Schedule 4.3, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which Parent, Parent or Sub or any of its Subsidiaries or the Purchaser their subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be bound except for in the case of clauses (3) and (4) above for such filing, permit, consent, approval or (iv) violate any orderviolation, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on Parentthe Condition of the Parent and Sub, its Subsidiaries or the Purchaser taken as a whole and will not whole, or could be reasonably likely to prevent or materially impair the ability delay consummation of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the TBCA, the NJBCA, state securities or blue sky laws and, the laws of other states in which Parent or the Purchaser is qualified to do or is doing business and the NCBCAapplicable state takeover laws, neither the execution, delivery or performance of this Agreement by Parent or and the Purchaser nor the consummation by Parent or and the Purchaser of the transactions contemplated hereby nor compliance by Parent or and the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or and the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries, taken as a whole), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause clauses (iii) such and (iv) violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, Parent and its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebywhole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement and the Transaction Documents by Parent or the Purchaser nor does not, and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3not, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Lien upon any of the properties or assets of the Purchaser under: (i) any provision of the certificate of incorporation or by-laws of the Purchaser; (ii) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law or Order applicable to the Purchaser, or by which any of its properties or assets may be bound or (iii) any contract to which the Purchaser is a party, or by which any of its properties or assets is bound, other than in the case of (ii) or (iii) above, any violation, conflict, breach, acceleration, termination, modification or payment that, individually or on the aggregate, would not reasonably be expected to have a Materially Adverse Effect. (b) No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement Law or other instrument Order applicable to the Purchaser or obligation to by which Parent, the Purchaser or any of its Subsidiaries assets or properties may be bound, for the execution and delivery of the Transaction Documents by the Purchaser or the performance by the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries obligations thereunder or the Purchaser taken as a whole and will not materially impair the ability consummation of Parent or the Purchaser to consummate the transactions contemplated herebythereby.

Consents and Approvals; No Violations. Except for applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), state securities or blue sky laws, certain state and regulatory filings relating to health care licensing and similar matters, and the filing of a Certificate of Merger as required by the Delaware General Corporation Law, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Parent or Sub of the transactions contemplated by this Agreement, except for such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Act, failure of which to be made or obtained would not individually or in the HSR Act, state securities or blue sky laws aggregate have a Parent Material Adverse Effect. Neither the execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Sub, nor the consummation by Parent or the Purchaser Sub of the transactions contemplated hereby hereby, nor compliance by Parent or the Purchaser Sub with any of the provisions hereof will (ia) conflict with or result in any breach of any provision provisions of the respective certificate of incorporation charter documents or by-laws Bylaws of Parent or Sub or any similar documents of the PurchaserParent Subsidiaries, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its the Parent Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its the Parent Subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iiib) such and (c) for violations, breaches or defaults which would not, not individually or in the aggregate, aggregate have a material adverse effect on ParentParent Material Adverse Effect. No filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, its Subsidiaries or as amended, in connection with the Purchaser taken as a whole acquisition of the Company Shares pursuant to this Agreement, and will not materially impair the ability Board of Directors of Parent or has determined in reliance on the Purchaser valuation of Xxxxxxx Xxxxx & Associates, Inc. ("Xxxxxxx Xxxxx") in accordance with 16 C.F.R. ss.801.10 that the aggregate fair market value of such voting securities to consummate the transactions contemplated herebybe acquired pursuant to this Agreement is less than $50,000,000.

Consents and Approvals; No Violations. Except for filingsfor: (a) filings pursuant to the HSR Act, permits(b) approvals or consents of Governmental Entities under insurance holding company laws of the State of Kansas, authorizations, consents and approvals (c) filings of such pre-acquisition notifications as may be required underin certain states, and other applicable requirements of, (d) matters specifically described in the Exchange Act, written schedule delivered by Purchaser to Seller at or prior to the HSR Act, state securities or blue sky laws execution of this Agreement and attached hereto (the NCBCA"Purchaser's Consent Schedule"), neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or will require on the part of Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing or registration with, notification to, or permit, authorization, consent or approval of, any Governmental Entity. Except as described in Purchaser's Consent Schedule, neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will: (iiii) except as set forth on Schedule 4.3, violate any provision of the articles of incorporation or by-laws of Purchaser; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation that is material to Purchaser and to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective its properties or assets may be bound or bound; (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parent, Purchaser or any of its Subsidiaries or any of their properties or assets, excluding from ; or (iv) except in the foregoing clause case of clauses (ii) and (iii) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair adversely affect the ability of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except as disclosed in Schedule 2.4 of the Disclosure Schedule and except for filings(a) filings pursuant to the Hart-Scott-Xxxxxx Xxxxxxxxx Improvements Act of 1976, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, amended (the Exchange Act, the "HSR Act"), state securities or blue sky laws and the NCBCA(b) matters specifically described in this Agreement, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Sellers nor the consummation by Parent or the Purchaser Sellers of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of violate any provision of the respective certificate Articles of incorporation Incorporation or byBy-laws Laws of Parent the Company or the Purchaserany of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, the Company or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or bound, (iviii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Parentthe Company, any of its Subsidiaries or any of their properties or assets, excluding from or (iv) require on the foregoing clause part of the Company any filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a "Governmental Entity"); except in the case of clauses (ii), (iii) or (iv) for such violations, breaches or defaults which, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain, (A) would not, individually or in the aggregate, not have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole Company Material Adverse Effect and will would not materially impair adversely affect the ability of Parent or the Purchaser Sellers to consummate the transactions contemplated herebyby this Agreement, or (B) 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 any facts pertaining to, Buyer.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement and the Series A Purchase Agreement by Parent or and Purchaser do not, and the performance by Parent and Purchaser nor of this Agreement and the Series A Purchase Agreement and the consummation by Parent or the and Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will not, (ia) conflict with or result in any breach of violate any provision of the respective certificate of incorporation or by-laws bylaws (or other equivalent organizational documents) of Parent or the Purchaser, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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 cancellation, or accelerationacceleration or consent) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by to which any of them or any of their respective properties or assets may be bound or are subject, (ivc) subject, in the case of Purchaser, to the adoption of this Agreement by Parent as the sole shareholder of Purchaser, violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, any of its Subsidiaries or any of their properties respective assets or assets(d) other than in connection with or compliance with applicable requirements of (i) the DGCL, excluding from (ii) the foregoing clause Antitrust Laws, (iii) Securities Exchange Rules, (iv) the Exchange Act and (v) state securities Laws, require Parent or Purchaser to make any filing or registration with or notification to, or require Parent or Purchaser to obtain any authorization, consent or approval of, any Governmental Authority; except, in the case of clauses (b), (c) and (d), for such violations, breaches or defaults that would not, or such filings, registrations, notifications, authorizations, consents or approvals the failure of which to be made or obtained would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Exchange Act, the HSR ActAntitrust Laws, state securities or blue sky laws and the NCBCAor foreign securities laws, neither none of the execution, delivery or performance of this Agreement by Parent Purchaser or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Transactions will (ia) violate, conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (iib) require any filing withconsent, approval or permit, authorization, consent or approval ofnotice under, any Governmental Entity, Commitment of any kind to which Purchaser is a party or by which Purchaser is bound or (iiic) except as set forth on Schedule 4.3, 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, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Commitment to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them Purchaser or any of their respective its properties or assets may be bound bound, (d) violate or require any consent, approval or notice under any provision of any Law applicable to Purchaser or (ive) violate require on the part of Purchaser any orderfiling or registration with, writnotification to, injunctionor consent, decree, statute, rule approval or regulation applicable to Parentnotice of, any of its Subsidiaries Governmental Entity which has not been provided or any of their properties or assets, obtained; excluding from the foregoing clause clauses (iiic), (d) and (e) such violations, breaches breaches, defaults or defaults failures to file, register, notify or obtain a consent or approval which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the Purchaser’s ability of Parent or the Purchaser to consummate the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent and the Merger Subs does not, and execution and delivery of the other Transaction Documents to which they are, or the Purchaser nor are specified to be, parties, will not, and the consummation by Parent or and the Purchaser Merger Subs of the transactions contemplated hereby nor by this Agreement (including the Mergers) and the other Transaction Documents to which they are, or are specified to be, parties, and compliance by Parent or and the Purchaser Merger Subs with any of the provisions hereof of this Agreement and the other Transaction Documents to which they are, or are specified to be, parties, will not (i) violate the provisions of the certificate of incorporation or bylaws of Parent or the organizational documents of the Merger Subs, (ii) conflict with with, or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, of or constitute default under (with or without due notice or lapse of time time, or both) a default (or give rise to ), result in the acceleration of, require any right of termination, cancellation or acceleration) consent under, create in any of party the termsright to accelerate, conditions terminate, modify, or provisions cancel, or result in the creation of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Encumbrance upon Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them Merger Subs, or any of their respective properties or assets may be bound under, any Contract to which Parent or any of its Subsidiaries is a party or any of their respective properties or other assets is subject, or (iviii) assuming compliance with the matters referred to in Section 4.2(b) below, violate or conflict with any order, writ, injunction, decree, statute, rule Law or regulation Permit applicable to Parent, any of its Subsidiaries the Merger Subs or any of their properties or assetsParent’s Subsidiaries, excluding from other than, in the foregoing clause case of clauses (ii) and (iii) such violations), breaches as would not be reasonably expected to impair or defaults which would not, individually or delay in the aggregate, have a any material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair respect the ability of Parent or the Purchaser Merger Subs to consummate the transactions contemplated herebyby this Agreement and the other Transaction Documents to which they are, or are specified to be, parties. (b) No material filing or registration with, material notification to, or material authorization, consent or approval of any Governmental Entity is required to be obtained or made by or with respect to Parent or the Merger Subs in connection with the execution and delivery of this Agreement and the other Transaction Documents to which they are, or are specified to be, parties, by Parent and the Merger Subs or the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which they are, or are specified to be, parties, except (i) the filing of appropriate merger documents (including the Certificates of Merger) as required by the DGCL and DLLCA, as applicable, (ii) filings under the HSR Act and (iii) where the failure to make or obtain such filing, registration, notification, authorization, consent or approval would not be reasonably expected to impair or delay in any material respect the ability of Parent or the Merger Subs to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which they are, or are specified to be, parties.

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 Exchange ActHSR Act or as set forth in Section 3.4 of the Disclosure Schedule, the HSR Act, state securities or blue sky laws and the NCBCA, neither none of the execution, delivery or performance of this Agreement by each of Parent or the Purchaser nor and Seller, the consummation by Parent or the Purchaser of the transactions contemplated hereby nor Transactions or compliance by each of Parent or the Purchaser and Seller with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of the Company, Parent or the PurchaserSeller, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (including with respect to the Company), (iiic) except as set forth on Schedule 4.3, (i) result in a violation or breach of, or (ii) 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, (iii) require Seller or the Company to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Encumbrance upon Seller or the Company or any of their respective properties and assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, Seller or any of its their respective Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound bound, or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Seller, any of its their respective Subsidiaries or any of their respective properties or assets, excluding from the foregoing clause clauses (iiib), (c) and (d) such violations, breaches or defaults which (A) would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries 's or the Purchaser taken as a whole and will not materially impair the Seller's ability of Parent or the Purchaser to consummate the transactions contemplated herebyTransactions or (B) would become applicable as a result of the business or activities in which Purchaser is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Purchaser.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement and the Escrow Agreement by the Parent or and Buyer, the Purchaser nor execution and delivery of the Promissory Notes by the Parent, and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by and thereby do not and will not: (a) violate or conflict with any provisions of the Organizational Documents of the Parent or Buyer; (b) violate any Legal Requirement or Order of any court or Government Authority to which the Purchaser with Parent or Buyer is subject or by which any of the provisions hereof will their respective material properties or assets are bound; (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (iic) require any filing with, or permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice to, or filing with any Government Authority on or prior to the Closing Date; and (iiid) except as set forth on in Schedule 4.35.2, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Encumbrance upon any of the material properties or assets of the Parent or Buyer under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, license, contract, franchise agreement or any other instrument or obligation to which Parent, the Parent or any of its Subsidiaries or the Purchaser Buyer is a party party, or by which any of them it or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, bound; and excluding from the foregoing clause clauses (iiib), (c) such and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches or and defaults which the existence of which, would not, individually or in the aggregate, have a not impair to any material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair extent the ability of the Parent or Buyer to perform its obligations under this Agreement, or of Buyer to perform its obligations under the Purchaser Escrow Agreement, any of the Assumed Contracts or to consummate pay any of the transactions contemplated herebyAssumed Liabilities, or of the Parent to pay the Promissory Notes.

Consents and Approvals; No Violations. Except (a) No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (i) compliance with any applicable requirements of any Competition Laws; or (ii) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure to make or obtain would not reasonably be expected to have, individually or in the HSR Actaggregate, state securities or blue sky laws and the NCBCAa Purchaser Material Adverse Effect. (b) Assuming compliance with Section 4.3(a), neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by Parent or the Purchaser and/or its Affiliates, as applicable, nor the consummation by Parent or the Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof thereby will (i) conflict with or result in any breach or violation of any provision of the respective certificate Organizational Documents of incorporation Purchaser or by-laws of Parent or the Purchaserits Affiliates, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a breach or 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, amendment, cancellation or acceleration) under, acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Contract to which Parent, Purchaser or any of its Subsidiaries or the Purchaser is a party or by which any of them Affiliates or any of their respective properties or assets may be bound are bound, (iii) result in the creation or imposition of any Lien upon any of the assets or properties of Purchaser and/or its Affiliates, other than Permitted Liens, or (iv) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Purchaser or any of its Subsidiaries Affiliates or any of their respective properties or assets, excluding from except, in the foregoing case of clause (ii), clause (iii) such violationsor clause (iv), breaches or defaults which as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violations. Except for filingsas set forth in Section 2.5 of the eMachines Disclosure Schedule, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor eMachines, the consummation by Parent or the Purchaser eMachines of the transactions contemplated hereby nor Merger and the Transactions or compliance by Parent or the Purchaser eMachines with any of the provisions hereof will not (i) conflict with or result in any breach of any provision of the respective certificate of incorporation incorporation, the bylaws or by-laws similar organization documents of Parent eMachines or the Purchaserany of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (as defined below) or other Person (as defined below) (including, without limitation, consents from parties to loans, contracts, leases and other agreements to which eMachines or any of its Subsidiaries is a party), other than the filing of a premerger notification and report by eMachines under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) except as set forth on Schedule 4.3require 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, lease, license, contract, agreement or other instrument or obligation to which Parent, eMachines or any of its Subsidiaries or the Purchaser is a party or by which any the assets or properties of them eMachines or any of their respective properties its Subsidiaries is bound except where the failure to obtain any such consent or assets may approval or to file or make such notice or such violation, breach or default would not reasonably be bound expected to have a eMachines Material Adverse Effect, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, eMachines or any of its Subsidiaries or any of their properties assets or assetsproperties, excluding from except for any violation that would not reasonably be expected to result in a eMachines Material Adverse Effect. To the foregoing clause (iii) such violationsknowledge of eMachines, breaches or defaults which would not, individually or in no state takeover statute is applicable to the aggregate, have a material adverse effect on Parent, its Subsidiaries Merger or the Purchaser taken as Transactions. “Governmental Entity” shall mean a whole and will not materially impair the ability of Parent court, arbitral tribunal, administrative agency or the Purchaser to consummate the transactions contemplated herebyother governmental or other regulatory authority or agency. “Person” shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

Consents and Approvals; No Violations. (a) Except for filingsthe Required Regulatory Approvals, permits, authorizations, consents such filings and approvals as may be required underunder the "takeover" or "blue sky" laws of various states, and other applicable requirements ofas disclosed in Section 4.4(a) of Parent's Disclosure Schedule or as contemplated by this Agreement, the Exchange Actno declaration, the HSR Act, state securities filing or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing registration with, or permitnotice to, or authorization, consent or approval of, any Governmental EntityEntity or any other Person is necessary for the execution and delivery of this Agreement, the Distribution Agreement and the other Transaction Documents to which it is a party by Spinco or the consummation by Spinco of the transactions contemplated hereby and thereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, have or reasonably be expected to have a Spinco Material Adverse Effect. (iiib) except Except as set forth on Schedule 4.3in Section 4.4(b) of Parent's Disclosure Schedule, the execution and delivery of this Agreement, the Distribution Agreement and the other Transaction Documents to which Spinco is a party by Spinco and the consummation by Spinco of the transactions contemplated hereby and thereby will not, in any material respect, violate, conflict with or result in a violation or breach of any 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, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of Spinco or any of its Subsidiaries under any of the terms, conditions or provisions of (i) the charter or by-laws of Spinco, (ii) subject to obtaining the Required Regulatory Approvals, any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Law applicable to which Parent, Spinco or any of its Subsidiaries properties or the Purchaser assets or (iii) any material Contract to which Parent or any Retained Subsidiary is a party or by which any of them or any of their respective properties or assets may that is intended to be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or included in the aggregate, have a material adverse effect on Parent, its Subsidiaries or Spinco Assets pursuant to the Purchaser taken as a whole Distribution Agreement and will that does not materially impair provide for the ability release of Parent or such Retained Subsidiary from the Purchaser obligations thereunder upon the assignment thereof to consummate the transactions contemplated herebySpinco or a Spinco Subsidiary.

Consents and Approvals; No Violations. Except Except, in the case of clause (b) below, for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws Exon-Xxxxxx and the NCBCAfiling of the Certificate of Merger, neither none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Merger Sub, the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or the Purchaser Merger Sub with any of the provisions hereof of this Agreement will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation incorporation, bylaws or by-laws other similar organizational documents of Parent or the Purchaserand Merger Sub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiic) except as set forth on Schedule 4.3, 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, cancellation amendment, cancelation or acceleration) acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance 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, lease, license, contract, permit, concession, franchise, agreement or other instrument or obligation obligation, whether written or oral, to which Parent, Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (ivd) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, any of its Subsidiaries (including Merger Sub) or any of their properties or assets, excluding from except in the foregoing case of clause (iiib), (c) 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 have not had and would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser and Merger Sub to consummate the transactions contemplated herebyMerger and the other Transactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements ofof the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the Exchange Act, the “HSR Act”), state securities or blue sky laws and as set forth in Section 2.5 of the NCBCASeller Disclosure Letter, neither the execution, delivery or and performance of this Agreement and the Ancillary Agreements by Parent or Seller, of the Purchaser nor Assignment Agreement by Xxxxx and of the Assignment Agreement and the License Agreement by the Company and the consummation by Parent or the Purchaser Seller of the transactions contemplated hereby nor compliance by Parent or this Agreement and the Purchaser with any Ancillary Agreements to which Seller is a party, the consummation by Xxxxx of the provisions hereof transactions contemplated by this Agreement and the Assignment Agreement and the consummation by the Company of the transactions contemplated by the Assignment Agreement and the License Agreement will not (ia) conflict with or result in any breach of any provision of the respective certificate articles or certificates of incorporation or by-laws of Parent Seller, Xxxxx or the PurchaserCompany, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any material right of termination, cancellation cancellation, acceleration or accelerationthe loss of a material benefit) under, or require any of consent under or result in the terms, conditions or provisions creation of any Lien under, any material note, bond, mortgage, deed of trust, indenture, lease, license, commitment, contract, agreement or other instrument material instrument, obligation or obligation arrangement to which ParentSeller, or any of its Subsidiaries Xxxxx or the Purchaser Company is a party or by which any of them or any of their respective properties or assets may be are bound or affected, (ivc) violate or conflict with any judgment, order, writ, injunction, decree, law, statute, rule rule, regulation or regulation ordinance (collectively, “Laws” and, individually, a “Law”) applicable to ParentSeller, any of its Subsidiaries Xxxxx or the Company or any of their respective properties or assetsassets or (d) require any notice to, excluding from filing with, or the foregoing clause obtaining of any permit, authorization, consent or approval of or any action by, any governmental or regulatory authority, domestic or foreign, except in the case of clauses (iiib), (c) and (d) of this Section 2.5 for any such violations, breaches breaches, defaults, rights of termination, cancellation or defaults which would notacceleration or requirements which, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will would not materially impair adversely affect the ability of Parent Seller, Xxxxx or the Purchaser Company to consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements, or 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 filings, permits, authorizations, consents consents, and approvals as may be required under, and other under applicable requirements of, the Exchange Act, the HSR Act, of state securities or blue sky laws laws, and the NCBCAfiling and recordation of the Certificate of Merger as required by the CGCL, neither no filing with or notice to, and no permit authorization consent or approval of any Governmental Entity is necessary for the execution and delivery by Parent or Merger Sub of this Agreement or any of the other Ancillary Agreements to which it is a party or the consummation by Parent or Merger Sub of the transactions contemplated hereby and thereby. Neither the execution, delivery or and performance of this Agreement or any of the other Ancillary Agreements to which it is a party by Parent or the Purchaser Merger Sub nor the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate Certificate or Articles of incorporation Incorporation or by-laws bylaws (or similar governing documents) of Parent or the PurchaserMerger Sub or any of Parent's other subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or Lien) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or Merger Sub or any of its Subsidiaries or the Purchaser Parent's other subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iviii) violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to Parent, Parent or Merger Sub or any of its Subsidiaries Parent's other subsidiaries or any of their respective properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the (a) The execution, delivery or and performance of this Agreement or any other Transaction Agreement to which it is a party by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Buyer does not and will not (i) conflict with or violate the organizational documents of Buyer, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) of this Section have been obtained, and all filings described in such clauses have been made, conflict with or violate any Law or Order applicable to Buyer or by which any of its properties are bound, or (iii) result in any breach or violation of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute a default (or an event which with or without due notice or lapse of time or bothboth would become a default) or result in the loss of a default (benefit under, or give rise to any right of termination, cancellation cancellation, amendment or acceleration) underacceleration of, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, or any of its Subsidiaries or the Purchaser Buyer is a party or by which any its properties are bound, except, in the case of them or any of their respective properties or assets may be bound or clauses (ivii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause and (iii) ), for any such violationsconflict, breaches violation, breach, default, loss, termination, cancellation, amendment or defaults acceleration or other occurrence which would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries prevent or the Purchaser taken as a whole and will not materially delay or materially impair the ability of Parent or the Purchaser Buyer to consummate the transactions contemplated herebyTransactions. (b) The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party by Buyer and the consummation of the Transactions by Buyer do not and will not require any consent, approval, authorization or permit of, action by, filing with, or notification to, any Governmental Entity, except for (i) the applicable requirements of the Exchange Act and the rules and regulations thereunder (including the filing of the Proxy Statement), (ii) filings required by the applicable state and federal Governmental Entities with regulatory authority over Buyer as described in Section 3.3(b)(ii) of the Buyer Disclosure Letter, and (iii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not reasonably expected to, individually or in the aggregate, prevent or materially delay or impair the ability of Buyer to consummate the Transactions.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the Exchange Act, and (B) the HSR Securities Act, state securities no consents or blue sky laws approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and Merger Sub of the Transactions, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a material adverse effect on the ability of Parent and Merger Sub to consummate the Merger and the NCBCA, neither other Transactions. (b) Neither the execution, execution and delivery or performance of this Agreement by Parent or the Purchaser Merger Sub nor the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby Transactions, nor compliance by Parent or the Purchaser Merger Sub with any of the terms or provisions hereof hereof, will (i) conflict with or result in any breach of violate any provision of the respective certificate of incorporation or by-laws organizational documents of Parent or the Purchaser, Merger Sub or of any of their respective Subsidiaries or (ii) require assuming that any filing withrequired authorizations, consents and approvals are duly obtained, (x) violate any Order or Law applicable to Parent or Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, or permit(y) violate, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (right to termination or give rise to cancellation under, accelerate the performance required by, or result in the creation of any right Encumbrance upon any of termination, cancellation the respective properties or acceleration) assets of either Parent or Merger Sub or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leasedeed of trust, license, contractlease, agreement or other instrument or obligation to which Parent, either Parent or Merger Sub or any of its their respective Subsidiaries or the Purchaser is a party party, or by which any of them they or any of their respective properties or assets may be bound or (iv) violate any orderaffected, writexcept, injunction, decree, statute, rule or regulation applicable to Parent, any in the case of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iiiii) above, for such violations, breaches conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or defaults Encumbrance creations which would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser and Merger Sub to consummate the transactions contemplated herebyMerger and the other Transactions.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Shareholders and the Company do not, the execution and delivery by the Shareholders and the Company of the other instruments and agreements to be executed and delivered by the Shareholders and the Company, as the case may be, as contemplated hereby will not and the consummation by Parent or the Purchaser Shareholders and the Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of any Shareholder or the Company under: (1) any provision of the articles of incorporation or by-laws of the Company; (2) subject to obtaining and making any of the approvals, consents, notices and filings referred to in paragraph (b) below, any Law applicable to any Shareholder, the Company or by which any of their respective properties or assets may be bound; (3) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leaseguarantee, license, franchise, permit, agreement, understanding arrangement, contract, commitment, lease, franchise agreement or other instrument or obligation (whether oral or written) (each, including all amendments thereto, a “Contract”) to which Parentany Shareholder, the Company is a party, or by which they or any of its Subsidiaries their respective properties or assets is bound. (a) Except as set forth on Schedule 3.3(b) to the Company Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or private third party (including a spousal consent) is necessary or required under any of the terms, conditions or provisions of any Law or Order applicable to any Shareholder or the Purchaser Company or by which any of their respective properties or assets may be bound, any Contract to which any Shareholder or the Company is a party or by which any of them or any of their respective assets or properties or assets may be bound or (iv) violate any orderbound, writfor the execution and delivery of this Agreement by the Shareholders and the Company, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any the performance by the Shareholders and the Company of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries respective obligations hereunder or the Purchaser taken as a whole and will not materially impair the ability consummation of Parent or the Purchaser to consummate the transactions contemplated herebyhereby (including fulfilling any conditions set forth in Article 6).

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or does not, and the Purchaser nor execution and delivery of the Ancillary Agreements will not, and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or this Agreement and the Purchaser with any of the provisions hereof Ancillary Agreements will not (ia) conflict with or result in any breach of any provision of the respective certificate governing instruments of incorporation Sellers or by-laws any of Parent or the PurchaserCompanies, (iib) except as set forth in Schedule 3.5 and for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, xx xxxxxxx (xxx "HSR Act"), require any filing with, or the obtaining of any permit, authorization, consent or approval of, or license, qualification or order of, any Governmental Entitygovernmental or regulatory authority, (iiic) except as set forth on in Schedule 4.33.5, 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, leaseguarantee, license, agreement, lease or other contract, agreement or other instrument or obligation to which Parent, any Company or any of its Subsidiaries or the Purchaser is Sellers are a party or by which any of them Company or Sellers or any of their respective properties or assets may be bound or under which any Company receives any benefit, whether or not such Company is a party thereto, including, but not limited to, the Contracts (ivas hereinafter defined), or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries Company or any of their properties or assetsSellers, excluding from the foregoing clause clauses (iiib), (c) and (d) such requirements, violations, breaches conflicts, defaults or defaults rights (i) which would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole Company Material Adverse Effect and will would not materially impair adversely affect the ability of Parent or the Purchaser Sellers to consummate the transactions contemplated herebyby 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 filings, permits, authorizations, consents and approvals as may be required underunder the FBCA and the FLLCA, and other applicable requirements ofexcept for the filings required to consummate the Merger and filing of a Form D with the SEC, the Exchange Actpreliminary and definitive Schedule 14C, the HSR Act, state securities or blue sky laws and the NCBCAany required Form 8-K, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Acquisition Sub nor the consummation by the Parent or the Purchaser and Acquisition Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will will: (i) conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation or by-laws bylaws of Parent or the PurchaserAcquisition Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not reasonably be expected to have a material adverse effect on Parent or Acquisition Sub or prevent or materially delay the consummation of the Merger), (iii) except as set forth on Schedule 4.3in Section 4.05 of the Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, the Parent or any of its Subsidiaries or the Purchaser Acquisition Sub is a party or by which any of them the Parent or any of Acquisition Sub or their respective properties or assets may be bound bound; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries Parent or Acquisition Sub or any of their respective properties or assets, excluding from except in the foregoing clause case of clauses (iii) such or (iv) for violations, breaches or defaults which would not, individually or in the aggregate, that could not reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or Acquisition Sub or prevent or materially delay the Purchaser to consummate consummation of the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under(a) No filing with or notice to, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or no permit, authorization, registration, consent or approval of, any Governmental EntityEntity is required on the part of Parent or Purchaser for the execution, delivery and performance by the Parent and Purchaser of this Agreement or the consummation by the Parent and Purchaser of the transactions contemplated hereby, except (i) pursuant to the applicable requirements of the Securities Act and the Exchange Act, (ii) the delivery of the articles of merger pursuant to the MGBCL, (iii) except as set forth on Schedule 4.3to comply with state securities or "blue-sky" Laws, (iv) required to be made with the NASD and other applicable self-regulatory organizations, or (v) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not reasonably be expected to have a Parent Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by each of Parent and Purchaser nor the consummation by each of Parent and Purchaser of the transactions contemplated hereby will (A) conflict with or result in any breach, violation or infringement of any provision of the respective articles of incorporation or by-laws (or similar governing documents) of Parent, Purchaser or any of their respective Subsidiaries, (B) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, Purchaser or any of its their respective Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (ivC) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Purchaser or any of its their respective Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clause case of clauses (iiiB) such or (C) for breaches, violations, breaches infringements or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability Material Adverse Effect. (b) Upon consummation of Parent or the Purchaser to consummate the transactions contemplated hereby, each of Parent and the Surviving Corporation (i) will not become insolvent, (ii) will not be left with unreasonably small capital, (iii) will not have incurred debts beyond its ability to pay all of its debts as they mature, and (iv) will not have its capital impaired.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky insurance laws and the NCBCAMBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser and Sub with any of the provisions hereof will (ia) conflict with or result in any breach of violate any provision of the respective certificate articles of incorporation or by-laws bylaws of Parent or the Purchaserand Sub, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement), (iiic) except as set forth on Schedule 4.3for the ProAssurance Credit Agreement, 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 cancellation, or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser Affiliates is a party or by which any of them or any of their respective properties or assets may be bound or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries Affiliates or any of their properties or assets, excluding from except in the foregoing clause case of (iiic) such and (d) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser and Sub to consummate the transactions contemplated herebyby this Agreement. As used in this Agreement, an “Affiliate” of an entity is any person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the entity.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or any other agreement or document to which the Purchaser nor is or will become a party as contemplated by this Agreement, the consummation by Parent or the Purchaser of the transactions contemplated hereby herein or therein nor compliance by Parent or the Purchaser with any of the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or notice, lapse of time or both) in a default (or give rise to any right breach of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of the articles, by-laws or other constating documents of the Purchaser, (b) conflict with or result in a breach or a default under any of the provisions of any note, bond, lease, mortgage, indenture, leaselicence, licensefranchise, contractpermit, agreement agreement, Contract or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser is a party party, or by which any of them or any of their respective properties or assets may be the Purchaser is bound or (iv) violate any orderaffected, writexcept for such conflict, injunction, decree, statute, rule breach or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults default which would notnot have or would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect Material Adverse Effect on Parentthe Purchaser or its business or any of its assets, or (c) violate any Laws applicable to the Purchaser or any of its Subsidiaries properties or assets. Except for the TSXV Acceptance, no consent or approval by, or any notification or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by the Purchaser of this Agreement or any other agreement or document to which the Purchaser is or will be a party. There is no Claim commenced or in progress or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser or any of its property or assets that might otherwise impair the consummation, or the Purchaser taken as a whole and will not materially impair benefits to the ability Vendors, of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement or in any other agreement or document to which the Purchaser is or will be a party.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither Neither the execution, delivery or and performance of this Agreement by Parent or the Purchaser Draxis, nor the consummation by Parent or the Purchaser Draxis of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of (x) the respective certificate Articles of incorporation or by-laws of Parent Amalgamation or the PurchaserBy-Laws of Draxis or (y) the organizational documents of the Draxis Subsidiaries, (ii) require any a filing with, or a permit, authorization, consent or approval of, any Governmental EntityEntity except the filing of the Proxy Statement-Prospectus under the EXCHANGE ACT, filings or approvals required under U.S. or Canadian laws relating to takeovers, if applicable, U.S. state securities or "blue sky" laws, Canadian Securities Laws, the By-Laws of the NASD or the TSE, and any filings necessary to comply with dissenters' rights pursuant to the MISSOURI ACT or the LOUISIANA ACT, (iii) except as set forth on Schedule 4.3, 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 a Lien on any property or asset of Draxis or any Draxis Subsidiaries pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation material Contract to which Parent, Draxis or any of its Subsidiaries or the Purchaser Draxis Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any law, order, writ, injunction, decree, statute, rule or regulation of any Governmental Entity applicable to Parent, Draxis or any of its Subsidiaries Draxis Subsidiary or any of their properties or assets, excluding from except, in the foregoing clause case of clauses (ii), (iii) and (iv), where the failure to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults which or Liens would notnot have, individually or in the aggregateany such case, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyDraxis Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (i) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the and Purchaser nor do not, and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor and compliance by Parent or with the Purchaser with provisions hereof will not (x) violate any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent Parent, Purchaser or any of their respective Subsidiaries, in each case as amended to the Purchaserdate of this Agreement, (iiy) require any filing withsubject to the governmental filings and other makers referred to in Section 4.2(c)(ii), or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3violate, result in a violation breach of or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a material obligation, a right of termination, cancellation or acceleration) acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leaseor other agreement, licensepermit, contractconcession, agreement franchise, license or other instrument or obligation undertaking to which Parent, Purchaser or any of its their respective Subsidiaries or the Purchaser is a party or by which any of them Parent, Purchaser or any of their respective properties Subsidiaries or any of their respective assets may be is bound or affected, or (ivz) subject to the governmental filings and other makers referred to in Section 4.2(c)(ii), violate any order, writ, injunction, decree, statutelaw, rule or regulation applicable to ParentParent and Purchaser, or any order, writ, judgment, injunc tion, decree, determination or award applicable to Parent and Purchaser currently in effect, which, in the case of clauses (y) and (z) above, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or Purchaser taken as a whole. (ii) No consent, approval, order or authorization of, or declaration, registration or filing with, or notice to, any of its Subsidiaries Governmental Entity which has not been received or made is required by or with respect to Parent or Purchaser or any of their properties respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent or assetsPurchaser or the consummation by Parent, excluding from Purchaser of any of the foregoing clause transactions contemplated hereby, except for (i) the filing of premerger notification and report forms under the HSR Act, (ii) the filing with the SEC of (A) the Schedule TO and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) such violationsthe filing of the certificate of merger or the certificate of ownership and merger, breaches as the case may be, with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iv) any other consents, approvals, authorizations, filings or defaults notices the failure to make or obtain which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on ParentParent or Purchaser, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebywhole.

Consents and Approvals; No Violations. Except for filingsAssuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, permits(ii) the requirements of the Exchange Act relating to the Proxy/Information Statement and the Offer are met, authorizations, consents and approvals as may be required under, (iii) the filing of the Articles of Merger and other applicable requirements ofappropriate merger documents, if any, as required by the laws of the VSCA is made and (iv) approval of the Merger by the sole stockholder of Sub if required by the VSCA is received, the Exchange Act, the HSR Act, state securities or blue sky laws execution and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor and Sub and the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will not: (i1) conflict with or result in any breach of violate any provision of the respective certificate articles of incorporation or by-laws of Parent or the PurchaserSub, each as amended; (ii2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent or Sub or by which any of their respective properties or assets may be bound; (3) require any filing with, or permit, authorization, consent or approval of, or the giving of any Governmental Entitynotice to any governmental or regulatory body, agency or authority; or (iii4) except as set forth on Schedule 4.3, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the properties or assets of the Parent, Sub or any of their subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contractfranchise, agreement permit, agreement, lease or other instrument or obligation to which Parent, Parent or Sub or any of its Subsidiaries or the Purchaser their subsidiaries is a party party, or by which any of them they or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or except in the aggregatecase of clauses (2), (3) and (4) above for any such filing, permit, consent, approval or violation, which is not reasonably likely to have a material adverse effect on Parentthe Condition of the Parent and Sub, its Subsidiaries or the Purchaser taken as a whole whole, and will is not reasonably likely to prevent or materially impair the ability delay consummation of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals Permits as may be required under, and other applicable requirements of, the Exchange Securities Act, the HSR Act, Exchange Act and applicable foreign and state securities or blue sky laws and the NCBCAHSR Act, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Company nor the consummation by Parent or the Purchaser Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the respective certificate Organizational Documents of incorporation the Company or by-laws any of Parent or the Purchaserits material Subsidiaries, (iib) require the Company to make any filing with, provide any notice to, or permitobtain any Permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such Permit, authorization, consent or approval or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement), (iiic) result in the creation or imposition of any Liens upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 4.33.3(d), result in a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non-renewal or require any prepayment or offer to purchase any debt) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Material Contract to which Parent, the Company or any of its Subsidiaries or the Purchaser is a party or by which the Company's or any of them its Subsidiaries' properties or assets may be bound, (e) violate any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (ivf) violate result in the loss, forfeiture, revocation, termination or diminution of any orderPermit, writexcept in the case of clauses (b), injunction(c), decree(d), statute(e) and (f), rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such for violations, breaches breaches, defaults, losses, forfeitures, revocations, terminations or defaults diminutions which would not, individually or in the aggregate, have cause a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Securities Act, the Exchange Act, the HSR Act, state securities or blue sky laws laws, and the NCBCADGCL, neither none of the execution, delivery or performance of this Agreement by Parent or the Purchaser nor Merger Sub or the consummation by Parent or the Purchaser Merger Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Transactions will (i) conflict with or result in any breach of any provision of the respective certificate articles of incorporation association or by-laws bylaws or similar organizational documents of Parent or the PurchaserMerger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound bound, or (iv) violate any order, writ, injunction, decreeOrder, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from except, with respect to the foregoing clause clauses (ii), (iii) such violationsand (iv), breaches or defaults which as would notnot reasonably be likely to, individually or in the aggregate, have a material adverse effect on ParentParent Material Adverse Effect. Except for the approval by the Parent Shareholders at the Parent Shareholder Meeting or as set out in the Parent Disclosure Schedule, its Subsidiaries there are no third party consents or approvals required to be obtained under the Purchaser taken as Parent Agreements prior to the consummation of the Transactions, except where the failure to obtain such consents or approvals would not reasonably be likely to, individually or in the aggregate, have a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the (a) The execution, delivery or and performance by Purchaser of this Agreement by Parent or and each of the Purchaser nor the Collateral Documents to which it is a party and consummation by Parent or the Purchaser of the transactions contemplated hereby nor and thereby do not and will not require any filing or registration with, notification to or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Entities other than (i) compliance by Parent or the Purchaser with any applicable requirements of the provisions hereof HSR Act and (ii) compliance with any applicable requirements of the Exchange Act, except for such the failure of which to make or obtain would not reasonably be expected to prevent, delay, impede or hinder Purchaser’s ability to consummate the transactions contemplated hereby. (b) The execution, delivery and performance by Purchaser of this Agreement and each of the Collateral Agreements to which it is a party and consummation by Purchaser of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws bylaws of Parent or the Purchaser, ; (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) loss of benefits under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation contract to which Parent, or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective its properties or assets may be bound bound; or (iviii) violate any order, writ, injunction, decree, statute, rule Order or regulation Law applicable to Parent, Purchaser or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Item 4.5 of the Company Letter, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, state securities or blue sky takeover laws and the NCBCAforeign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Company nor the consummation by Parent or the Purchaser Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate Restated Certificate of incorporation Incorporation or byBy-laws of Parent the Company or of the Purchasersimilar organizational documents of any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, the Company or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Company, any of its Subsidiaries or any of their properties or assets, excluding from except in the foregoing case of clauses (iii) or (iv) for matters that would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer and/or the Merger; provided, however, that the contracts, agreements and other instruments and obligations to which clause (iii) such violationsrefers shall for purposes of the second parenthetical phrase of clause (iii) not include (A) any employee benefit plan, breaches policy, arrangement or defaults which would notunderstanding (whether or not in writing) providing benefits to any current or former employee, individually officer or in director of the aggregate, have a material adverse effect on Parent, Company or any of its Subsidiaries or (B) any employment, consulting, bonus, non-competition, severance or termination agreement between the Purchaser taken as a whole Company or any of its Subsidiaries and will not materially impair any current or former employee, officer or director of the ability Company or any of Parent or the Purchaser to consummate the transactions contemplated herebyits Subsidiaries.

Consents and Approvals; No Violations. (a) Except for (i) the filing of the Certificate of Merger with the Secretary of State and (ii) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActHSR Act (all of the foregoing collectively, the HSR Act“Parent Required Governmental Approvals”), state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, no consent or approval of, or filing, declaration or registration with, any Governmental EntityEntity which has not been received or made is required to be obtained by or made by Parent, Merger Sub or any other Affiliate of Parent for the consummation by each of Parent and Merger Sub of the Transactions to be consummated by it, other than such consents, approvals, filings, declarations or registrations that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) None of the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the Transactions to be consummated by it, and compliance by Parent and Merger Sub with any of the terms and provisions of this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws (or similar organizational documents with different names) of Parent or Merger Sub or (ii) assuming that the Parent Required Governmental Approvals are received or made, as the case may be, prior to the Effective Time, (iiix) except as set forth on Schedule 4.3violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets or (y) violate, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both) , would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the terms, conditions respective properties or provisions assets of Parent or Merger Sub under any note, bond, mortgage, indenture, leasedeed of trust, license, permit, lease, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser Merger Sub is a party party, or by which any either of them or any of their respective properties or assets may be bound or (iv) violate any orderaffected, writexcept, injunction, decree, statute, rule or regulation applicable to Parent, any in the case of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iiiii) above, for such violations, breaches losses of benefits, defaults, events, terminations, rights of termination or defaults which cancellation, accelerations or Lien creations as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Exchange Act, the HSR Act, state securities or blue sky laws Laws, the HSR Act or any other Antitrust Law, the filing and recordation of the Articles of Merger as required by the FBCA and the NCBCAfiling and recordation of the Certificate of Merger as required by DGCL, neither no filing with or notice to, and no permit, authorization, consent or approval of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent and MergerCo of this Agreement or the consummation by each of Parent and MergerCo of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution, delivery or performance of this Agreement by each of Parent or the Purchaser and MergerCo nor the consummation by each of Parent or the Purchaser and MergerCo of the Merger or any of the other transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate articles or bylaws (or similar organizational documents) of incorporation or by-laws each of Parent or the PurchaserMergerCo, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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 Encumbrance or result in the reduction or loss of any benefit) under, any of the terms, conditions or provisions of any loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instrument or obligation to which Parenteach of Parent or MergerCo, or any of its Subsidiaries or the Purchaser their respective subsidiaries, is a party or by which any of them or any of their respective properties or assets may be bound or any Parent Permit (ivas hereinafter defined), or (iii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parenteach of Parent or MergerCo, any of its Subsidiaries or any of their respective subsidiaries, or any of their respective properties or assets, excluding from the foregoing clause in each case with respect to (ii) and (iii) such violationsabove, breaches or defaults except as which would notnot have or would not reasonably be likely to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial 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 Exchange ActAct (including the filing with the SEC of the Schedule 14D-9 and a proxy or information statement relating to any required approval by or meeting of the Company's stockholders of this Agreement (the "Proxy Statement")) and the Xxxx- --------------- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or blue sky laws and the NCBCA, ------- neither the execution, delivery or performance of this Agreement by Parent or the Purchaser Company nor the consummation by Parent or the Purchaser Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or byBy-laws of Parent the Company or the Purchaserany of its Subsidiaries, (iib) require any filing with, notice to, or permitPermit (as defined in Section 4.11), authorization, consent or approval of, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational (a "Governmental Entity"), (iiic) result in the creation or imposition of any Liens ------------------- upon the properties or assets of the Company or any Subsidiary, (d) except as set forth on Schedule 4.34.5, result in a violation or breach of, require any ------------ notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation amendment, cancellation, acceleration or accelerationright of non-renewal or contractually require any prepayment or offer to purchase any debt or give rise to the loss of a material benefit) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Commitment (as defined in Section 4.10) to which Parent, the Company or any of its Subsidiaries or the Purchaser is a party or by which any of them the Company's or any of their respective its Subsidiaries' properties or assets may be bound or bound, (ive) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, the Company or any of its Subsidiaries or any of their respective properties or assetsassets or (f) result in the loss, excluding from forfeiture, revocation, termination or diminution of any Permit (as defined in Section 4.11) except in the foregoing clause case of clauses (iiib), (c), (d), (e) such or (f) for failures to fulfill requirements, liens, losses, forfeitures, revocations, diminutions, violations, breaches or defaults which would notthat, individually or in the aggregate, have not had a material adverse effect on Parent, its Subsidiaries that has not been cured and reasonably would not be expected to have a material adverse effect or prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for the filings, permits, authorizationsauthoriza- tions, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws Act and the NCBCADGCL, neither the execution, delivery or performance perfor- xxxxx of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser of the transactions trans- actions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Gov- ernmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, or any of its Subsidiaries Parent or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statutestat- ute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding ex- cluding from the foregoing clause clauses (ii), (iii) and (iv) such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on ParentParent and its Subsidiaries, its Subsidiaries or the Purchaser taken as a whole and which will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) The execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance by Xxxxxxxx of this Agreement and any Related Instrument, the performance by Parent or the Purchaser nor Xxxxxxxx of its obligations under this Agreement and any Related Instrument to be executed and delivered by Xxxxxxxx, and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will not (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation violate 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 notethe certificate of incorporation, bond, mortgage, indenture, lease, license, contract, agreement by-laws or other instrument organizational document of Xxxxxxxx, (ii) materially conflict with or result in a material violation or breach of, or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material breach or default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, any Contract to which Parent, or any of its Subsidiaries or the Purchaser Xxxxxxxx is a party or by which any of them Xxxxxxxx or any of their respective its properties or assets may be are bound or (iviii) violate or conflict with any orderRequirements of Laws, writ, injunction, decree, statute, rule or regulation applicable to Parent, any except in the case of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iiiii) such for violations, breaches or defaults which would not, individually or in the aggregate, not have a material adverse effect on ParentMaterial Adverse Effect with respect to Xxxxxxxx. (b) No permit, its Subsidiaries consent, approval or registration, declaration or filings with, any Person is necessary for the execution and delivery of this Agreement or any Related Instrument by Xxxxxxxx or the Purchaser taken as a whole and will not materially impair the ability consummation by Xxxxxxxx of Parent or the Purchaser to consummate the transactions contemplated herebyby this Agreement or any Related Instrument to be executed and delivered by Xxxxxxxx, except for those permits, consents, approvals, registrations, declarations or filings the failure of which to be made or obtained would not result in a Material Adverse Effect with respect to Xxxxxxxx.

Consents and Approvals; No Violations. (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, approval or clearance under the HSR Act, state securities no license, approval or blue sky laws and the NCBCAConsent of, neither or waiver, approval, authorization, filing, declaration or registration with, or notice to any Governmental Entity or any other Person is required to be obtained by or made by Purchaser in connection with the execution, delivery and performance by Purchaser of this Agreement, the Transaction Documents to which it is or performance will be a party, or the consummation by Purchaser of the Transactions. (b) The execution and delivery by Purchaser of this Agreement by Parent or the Purchaser nor and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance Transactions to be consummated by Parent or the Purchaser with any of the provisions hereof it do not and will not: (i) conflict with or result in any a violation or breach of of, or default under, any provision of the respective certificate Organizational Documents of incorporation or by-laws of Parent or the Purchaser, ; (ii) require conflict with or result in a violation or breach by Purchaser of any filing with, or permit, authorization, consent or approval of, any Governmental Entity, applicable Law; (iii) except as set forth on Schedule 4.3conflict with, result in a violation or breach of, result in the loss of any benefit under, constitute a default (or constitute (an event which, with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination, modification or cancellation of or a default (or give rise to any right of termination, modification or cancellation under, or acceleration) accelerate the performance required under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which ParentPurchaser is a party, or by which Purchaser or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound are bound; or (iv) violate result in the creation of any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Lien upon any of its Subsidiaries or any of their the properties or assetsassets of Purchaser, excluding from except, in the foregoing clause case of clauses (ii), (iii) and (iv), where such violationsviolation, breaches conflict, default or defaults which breach would not, and would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on Parent, Purchaser’s ability to timely perform its Subsidiaries obligations under this Agreement or the Purchaser taken as a whole and will not materially impair the ability of Parent other Transaction Documents or the Purchaser to consummate the transactions contemplated herebyTransactions.

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 Exchange Act, of the HSR Act, state securities or blue sky laws and the NCBCA, neither none of the execution, delivery or performance of this Agreement or any of the Related Documents to which Purchaser or Sub is, or is specified to be, a party by Parent or the Purchaser nor and Sub, the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor Transactions or compliance by Parent or the Purchaser and Sub with any of the provisions hereof or thereof will (ia) conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Purchaser or Sub or any of their respective certificate of incorporation or by-laws of Parent or the PurchaserSubsidiaries, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iiic) except as set forth on Schedule 4.3, 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 creation of a lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which ParentPurchaser, Sub or any of its their respective Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound bound, or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or Sub or any of its their respective Subsidiaries or any of their respective properties or assets, excluding from the foregoing clause clauses (iiib), (c) and (d) such violations, breaches or defaults which would notwhich, individually or in the aggregate, have not had, and would not reasonably be expected to have, a material adverse effect on Parent, its Subsidiaries Purchaser's or the Purchaser taken as a whole and will not materially impair the Sub's ability of Parent or the Purchaser to consummate the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. Except for filingsas set forth in Schedule 3.3 and except to the extent relating to merger control considerations or resulting from any change in Law or licensure occurring after the date of the Original Agreement, permits, authorizations, consents the execution and approvals as may be required underdelivery by such party of the Transaction Documents, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser such party of the transactions contemplated hereby nor compliance by Parent thereby, will not (a) violate or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective such party’s certificate of incorporation incorporation, memorandum or by-laws articles of Parent association, bylaws or the Purchaserother comparable governing documents, (iib) violate or conflict with any Law or Governmental Order applicable to such party or by which any of its properties or assets may be bound, (c) require any filing with, or permit, authorizationPermit, consent or approval of, or the giving of any notice to, any Governmental Entity, Authority or (iiid) except as set forth on Schedule 4.3, result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation cancellation, payment or accelerationacceleration or any right under) or result in the creation of any Encumbrance upon any of the properties or assets of such party under, any of the termsContract, conditions or provisions of any notePermit, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parentsuch party is a party, or by which such party or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may are bound, except, in the case of clauses (b), (c) and (d), as would not reasonably be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable expected to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) such violations, breaches or defaults which would nothave, individually or in the aggregate, have a material adverse effect on Parentthe consummation of the Share Purchase and its ability to perform its obligations hereunder. 3.4 Broker’s or Finder’s Fee. Except as set forth in Schedule 3.4 and other than as included in Transaction Expenses, no agent, broker, investment banker, financial adviser, firm or other Person acting on behalf of such party or its Subsidiaries Affiliates is, or the Purchaser taken as a whole and will not materially impair the ability shall be, entitled to any fee, commission or broker’s or finder’s fees in connection with this Agreement or any of Parent or the Purchaser to consummate the transactions contemplated hereby.hereby from the other party. - 28 - ARTICLE IV REPRESENTATIONS AND WARRANTIES OF VE VE hereby represents and warrants to VI as follows: 4.1

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) None of the execution and approvals as may be required under, and other applicable requirements ofdelivery of this Agreement, the Exchange Act, performance by the HSR Act, state securities Company of its obligations hereunder or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation by Parent or the Purchaser Company of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any applicable law or any provision of the respective certificate Certificate of incorporation or by-laws of Parent Incorporation or the Purchaser, Bylaws of the Company; (ii) require any filing with, or permit, authorization, consent or approval of, other action by any Governmental Entity, (iii) except as set forth on Schedule 4.3, Person 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 accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, lease or agreement or other similar instrument or obligation to which Parent, the Company or any of its Subsidiaries or the Purchaser (as defined in Section 3.5 hereof) is a party or by which any of them or any of their respective properties or assets may be bound or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any applicable law or any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Parent, which the Company or any of its Subsidiaries or any of their properties or assets(as defined in Section 3.5 hereof) is subject, excluding from the foregoing clause clauses (ii) and (iii) such violationsrequirements, breaches defaults, breaches, rights or defaults which violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or Purchaser or any of their respective affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent or Purchaser. (b) No filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, court, tribunal, commission, board, bureau, department, political subdivision or other instrumentality of any government (including any regulatory or administrative agency), whether federal, state, multinational (including, but not limited to, the Purchaser to consummate European Community), provincial, municipal, domestic or foreign (each, a "Governmental Entity") is required in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, except (i) the filing of an agreement of merger together with an officer's certificate of the Company and Purchaser in accordance with the DGCL; (ii) compliance with any applicable requirements of the Hart_Scott_Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), or any foreign laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"); (iv) compliance with any applicable requirements of state blue sky or takeover laws and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Company Material Adverse Effect and would not have a material adverse effect on the ability of the Company to perform its obligations hereunder or (B) that become applicable as a result of the business or activities in which Parent or Purchaser or any of their respective affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, Parent or Purchaser.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, delivery by the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance Purchaser of this Agreement by Parent or the Ancillary Agreements to which the Purchaser or its Affiliates is a party, nor the consummation by Parent or the Purchaser or its Affiliates of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof thereby, will (i) conflict with or result in any breach of violate any provision of the respective certificate Purchaser's or such Affiliates' articles of incorporation or by-laws of Parent or the PurchaserBylaws, (ii) require any filing conflict with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, 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) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, Purchaser or any of its Subsidiaries or the Purchaser such Affiliates is a party or by which any of them Purchaser's or any of their respective properties or such Affiliates' assets may be bound or (iviii) conflict with or violate any order, writ, injunction, decree, statute, rule or regulation Laws applicable to Parent, any of its Subsidiaries either Purchaser or such Affiliates or any of their such Purchaser's or such Affiliates' properties or assets, excluding from ; except in the foregoing case of clause (iiiii) for such conflicts, violations, breaches or defaults which would not, individually or in the aggregate, aggregate would not have a material adverse effect Material Adverse Effect on Parentthe Purchaser or such Affiliates. (b) Assuming that the representation and warranty of the Company set forth in Section 2.4(b) is true and correct, its Subsidiaries no filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement by the Purchaser or the Purchaser taken as a whole and will not materially impair the ability of Parent or consummation by the Purchaser to consummate of the transactions contemplated hereby, except (i) pursuant to the applicable requirements under the HSR Act, (ii) applicable requirements under the Exchange Act, and (iii) such other consents, approvals, authorizations and notifications of or to any Person, other than a material consent, approval, authorization and notification of or to any Governmental Authority, the failure of which to be obtained or made would not have a Material Adverse Effect on the Purchaser.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state securities or blue sky takeover laws and the NCBCAforeign and supranational laws relating to antitrust and anticompetition clearances, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, license, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for filings(a) The execution, permitsdelivery and performance by Parent and Merger Sub of this Agreement, authorizationsthe Transaction Documents to which it is a party and the consummation by Parent and Merger Sub of the Transactions do not and will not require any filing or registration with, consents and approvals notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority other than (i) the filing of the Certificate of Merger as may be required undercontemplated by Article II hereof, and other (ii) compliance with any applicable requirements of, of the Securities Act and the Exchange Act, (iii) compliance with any applicable requirements of the HSR ActNYSE Amex and (iv) compliance with any state securities, state securities or takeover and “blue sky laws and the NCBCA, neither the sky” laws. (b) The execution, delivery or and performance by Parent and Merger Sub of this Agreement by Parent or the Purchaser nor Transaction Documents to which it is a party and the consummation by Parent or the Purchaser and Merger Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof Transactions do not and will not (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws bylaws of Parent or the Purchaserand Merger Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation amendment, cancellation, acceleration or acceleration) loss of benefits under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, Parent or any of its Subsidiaries or the Purchaser Merger Sub is a party or by which any of them or any of their respective properties or assets may be bound or (iviii) violate any judgment, order, writ, injunctionpreliminary or permanent injunction or decree or any statute, decreelaw, statuteordinance, rule or regulation of any Governmental Authority applicable to ParentParent or Merger Sub, any of its Subsidiaries or any of their respective properties or assets, excluding from except in the foregoing clause case of clauses (ii) or (iii) such for violations, breaches or defaults which that would not, individually not reasonably be expected to prevent or in materially delay the aggregate, have a material adverse effect on Parent, its Subsidiaries or consummation of the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. Except for the ------------------------------------- filings, consents and approvals set forth in Section 3.4 of the Company Disclosure Schedule and the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities or blue sky laws laws, and the NCBCADGCL, neither none of the execution, delivery or performance of this Agreement agreement by Parent or the Purchaser nor Company, the consummation by Parent or the Purchaser Company of the transactions contemplated hereby nor or compliance by Parent or the Purchaser Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or incorporation, the by-laws or similar organizational documents of Parent the Company or the Purchaserof any of its Subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) except as set forth on Schedule 4.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, the Company or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound (the "Company Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parentthe Company, any of its Subsidiaries or any of their properties or assets, excluding from . Section 3.4 of the foregoing clause (iii) such violations, breaches or defaults which would not, individually or Company Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained in connection with this agreement under the aggregate, have a material adverse effect on Parent, its Subsidiaries or Company Agreements prior to the Purchaser taken as a whole and will not materially impair the ability consummation of Parent or the Purchaser to consummate the transactions contemplated herebyby this agreement.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, of the HSR Act, state securities no material filing with or blue sky laws material notice to, and no material Permit, authorization, consent or approval of, or material order of, any Governmental Entity is necessary for the NCBCAexecution and delivery by each of Parent and Newco of this Agreement or the consummation by each of Parent and Newco of the transactions contemplated hereby, neither except where the failure to obtain such Permits, authorizations, consents or approvals or to make such filings or give such notice would not, individually or in the aggregate, be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby. Neither the execution, delivery or and performance of this Agreement by Parent or the Purchaser Newco nor the consummation by Parent or the Purchaser Newco of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (ia) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws bylaws (or similar governing documents) of either Parent or the PurchaserNewco, (iib) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a material violation or material breach of, or constitute (with or without due notice or lapse of time or both) a default (material 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, lease, license, contract, agreement or other instrument or obligation to which Parent, either Parent or any of its Subsidiaries or the Purchaser Newco is a party or by which any of them Parent or Newco or any of their its respective properties or assets may be bound or (ivc) violate any order, writ, injunction, decree, Law, statute, rule or regulation applicable to Parent, Parent or Newco or any of its Subsidiaries Affiliates or any of their respective properties or assets, excluding from except, in the foregoing clause case of clauses (iiib) such violationsand (c) above, breaches or defaults for violations which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair the ability consummation of Parent or the Purchaser to consummate the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange ActAct (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, the laws of other states in which Parent is qualified to do or is doing business, state securities or blue sky takeover laws and the NCBCAforeign laws, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser and Sub nor the consummation by Parent or the Purchaser and Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or byBy-laws Laws of Parent or the Purchaserand Sub, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental EntityEntity (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not be reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger), (iii) except as set forth on Schedule 4.3, 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, lease, license, contract, agreement or other instrument or obligation to which Parent, Parent or any of its Subsidiaries or the Purchaser subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries subsidiaries or any of their properties or assets, excluding from except in the foregoing clause case of clauses (iii) such and (iv) for violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries be reasonably expected to prevent or materially delay the Purchaser taken as a whole and will not materially impair consummation of the ability of Parent or Offer and/or the Purchaser to consummate the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Purchaser or any of its Affiliates for the execution, delivery and performance by Purchaser and/or its Affiliates, as applicable, of this Agreement or any Ancillary Agreement or the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby or thereby, except (a) compliance with any applicable requirements of the HSR Act and any applicable non-U.S. Competition Laws; (b) as may be necessary as a result of any facts or circumstances solely relating to Seller or any of its Affiliates or (c) any such filings, notices, permits, authorizations, registrations, consents and approvals as may be required under, and other applicable requirements ofor approvals, the Exchange Actfailure to make or obtain would not reasonably be expected to have, individually or in the HSR Actaggregate, state securities or blue sky laws and a Purchaser Material Adverse Effect. Assuming compliance with the NCBCAitems described in clauses (a) through (c) of the preceding sentence, neither the execution, delivery or and performance of this Agreement or any Ancillary Agreement by Parent or the Purchaser and/or its Affiliates, as applicable, nor the consummation by Parent or the Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof thereby will (i) conflict with or result in any breach breach, violation or infringement of any provision of the respective certificate articles of incorporation or by-laws (or similar governing documents) of Parent Purchaser or the Purchaserits Affiliates, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, Purchaser or any of its Subsidiaries or the Purchaser is a party or by which any of them Affiliates or any of their respective properties or assets may be bound are bound, or (iviii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent, Purchaser or any of its Subsidiaries Affiliates or any of their respective properties or assets, excluding from except, in the foregoing case of clause (ii) or clause (iii) such violations), breaches or defaults which as would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated herebyMaterial Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser nor the consummation performance by each of Parent or the Purchaser and Merger Sub of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof its obligations hereunder will (i) conflict with or result in any breach of any provision of the respective certificate articles of incorporation or by-laws (or other governing or organizational documents) of Parent or Merger Sub, as the Purchasercase may be, or (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on in Schedule 4.34.3 to this Agreement, 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 obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any note, bond, mortgage, indentureletter of credit, leaseother evidence of indebtedness, guarantee, license, contract, lease or agreement or other similar instrument or obligation to which Parent, any of Parent or any of its Subsidiaries or the Purchaser is a party or by which any of them or any of their respective properties or assets may be bound or (iviii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree, statute, rule or regulation applicable of any Governmental Entity to Parent, which either Parent or any of its Subsidiaries or any of their properties or assetsis subject, excluding from the foregoing clause clauses (ii) and (iii) such violationsrequirements, breaches defaults, breaches, rights or defaults which violations (A) that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect (without giving effect to clause (x) of the definition of Parent Material Adverse Effect) and would not reasonably be expected to have a material adverse effect on, or materially delay, the ability of either Parent or Merger Sub to perform its obligations hereunder or (B) that become applicable as a result of the business activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, the Company. (b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub or the performance by any of them of their respective obligations hereunder, except (i) the filing of the Articles of Merger in accordance with the Massachusetts BCL and filings to maintain the good standing of the Surviving Corporation; (ii) compliance with any applicable requirements of the HSR Act, the EC Merger Regulations or any other foreign laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iv) compliance with any applicable requirements of state blue sky or takeover laws; (v) the filing of a listing prospectus (the "Parent Listing Prospectus") relating to the new ------------------------- Parent Shares to be issued in connection with the issuance of the ADSs with the French Commission des Operations de Bourse (the "COB"); (vi) the approval (visa) --- of the Parent Listing Prospectus by the COB; (vii) the admission of such new Parent Shares for listing by Paris BourseSBF SA; (viii) the admission of the ADSs for trading on the Nasdaq National Market; and (ix) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not reasonably be expected to have a Parent Material Adverse Effect and would not have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will not materially impair the ability of either Parent or the Purchaser Merger Sub to consummate the transactions contemplated herebyperform their respective obligations hereunder.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents (a) Neither the execution and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the NCBCA, neither the execution, delivery or performance of this Agreement by Parent or the Purchaser such Seller, nor the consummation by Parent or the Purchaser such Seller of the transactions contemplated hereby nor compliance by Parent does or the Purchaser with any of the provisions hereof will (i) violate, conflict with or result in any the breach of any provision of the respective certificate Certificate of incorporation Incorporation or by-laws Bylaws (or other comparable charter, organizational or governing documents, including any applicable trust agreement) of Parent such Seller. (b) No filing or the Purchaser, (ii) require any filing registration with, or permit, authorization, consent or approval of, any Governmental EntityEntity is required by or with respect to such Seller in connection with the execution and delivery of this Agreement by such Seller or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iii) except such filings and consents as set forth on Schedule 4.3may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement. (c) Neither the execution and delivery of this Agreement by such Seller, nor the consummation by such Seller of the transactions contemplated hereby does or will 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 termination or accelerationcancellation) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, mortgagefinancing commitment, indentureloan agreement, leaseencumbrance, license, contractgovernment registration, agreement Material Contract or other instrument or obligation to which Parent, or any of its Subsidiaries or the Purchaser such Seller is a party or by which any of them or any of their respective properties such Seller's property or assets may be bound or (iv) violate any orderbound, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) except such violations, breaches or and defaults which would notwhich, individually or in the aggregate, have a material adverse effect on Parent, its Subsidiaries or the Purchaser taken as a whole and will would not materially impair reasonably be expected to (A) restrict in any manner the ability of Parent or the Purchaser such Seller to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated herebyby this Agreement, (B) establish any materially burdensome condition to the consummation of the Merger or the other transactions contemplated hereby or (C) result in the creation or imposition of any Encumbrance upon or with respect to any of the assets or properties owned or used by, or any of the capital stock of, the Company or its Subsidiaries (any of the foregoing, a "Seller Material Adverse Effect"). (d) Neither the execution and delivery of this Agreement by such Seller, nor the consummation by such Seller of the transactions contemplated hereby violate any judgment, order, decree, statute, law, or material ordinance, rule or regulation, applicable to such Seller, except such violations which, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents The execution and approvals as may be required under, and other applicable requirements ofdelivery of this Agreement, the Exchange Act, the HSR Act, state securities or blue sky laws other instruments and the NCBCA, neither the execution, delivery or performance of this Agreement agreements to be executed and delivered by Parent or the Purchaser nor as contemplated hereby and the consummation by Parent or the Purchaser of the transactions contemplated hereby nor compliance by Parent or the Purchaser with any of the provisions hereof and thereby will (i) conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent or the Purchaser, (ii) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) except as set forth on Schedule 4.3, not result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation cancellation, payment or acceleration) under, or result in the creation of any Lien on any of the properties or assets of the Purchaser or any of its Subsidiaries under: (1) any provision of the certificate of incorporation or by-laws of Purchaser; (2) any Law or Order applicable to Purchaser, or by which any of its properties or assets may be bound; (3) any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Parent, or any of its Subsidiaries or the Purchaser is a party party, or by which any of them they or any of their respective properties or assets may be is bound or except in the case of clauses (iv2) violate any orderand (3) above, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clause (iii) for such violations, filings, permits, consents, approvals, notices, breaches or defaults conflicts which would not, individually or in the aggregate, not have a material adverse effect on Parent, its Subsidiaries Material Adverse Effect with respect to Purchaser or the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity is required by or with respect to Purchaser taken as a whole in connection with the execution and will not materially impair the ability delivery of Parent this Agreement by Purchaser or the consummation by Purchaser to consummate of the transactions contemplated hereby, except for (i) the filing, if any, of a current report on Form 8-K with the Securities and Exchange Commission ("SEC") and National Association of Securities Dealers ("NASD") after the date of this Agreement, (ii) the filing of a registration statement on Form S-3 with the SEC after the date of this Agreement covering the resale of the Purchaser Shares issued pursuant to this Agreement, (iii) any filings as may be required under applicable state securities laws and the securities laws of any foreign country.