Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactions. (ii) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any Law to which the Company is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.3 and 6.5, and under the HSR Act (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic (a) nation, state, commonwealth, province, territory, county, municipality, district, or foreign other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (c) governmental or regulatory authorityquasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, court or other legislativeentity and any court, executive arbitrator, or judicial governmental entity other tribunal) including but not limited to, any fiscal intermediary under contract with a state Medicaid Agency (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactionstransactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries (as presently conducted) following the Effective Time, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect or prevent, materially delay or materially impair the ability consummation of the Company to consummate the Merger and the other Transactionstransactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation organization or bylaws by-laws of the CompanyCompany or the comparable governing documents of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on upon the Company or under any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(d)(i), any Law to which the Company or any of its Subsidiaries is subject, or (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on upon the Company, Company or any of its Subsidiaries except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, termination, default, creation, acceleration or change thatthat is not, individually or in the aggregate, is not reasonably likely to have a Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.1(f)(ii5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below5.1(j)(i)(K)) pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B), (C) and (DC) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business. (iv) To the knowledge of the Company, the Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that constitute, individually or in the aggregate, more than $250,000.

Governmental Filings; No Violations; Certain Contracts. (a) Other than the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (i) Other than under the HSR Act and other applicable Antitrust Laws, (Aii) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act MBCA, (iii) with the SEC of 1976 a proxy statement relating to the Company Shareholders Meeting and other filings required in connection with the rules Merger under the Exchange Act, (iv) required to be made with the NASDAQ, (v) under the Takeover Statutes and regulations thereunder (the state securities and “HSR Act”) (clauses (A) blue sky” Laws and (B), vi) set forth in Section 5.4(a)(vi) of the Company Disclosure Letter (collectively, the “Company Approvals”), as applicable, no expirations of waiting periods are required and no material filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company with or from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactionstransactions contemplated by this Agreement, except those that the failure to make or obtain would not, individually or in connection with the aggregate, reasonably be expected to prevent, materially delay or impair continuing operation of the ability business of the Company to consummate and its Subsidiaries following the Merger and the other TransactionsEffective Time. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated by this Agreement will not, constitute or result in (Ai) a conflict, breach or violation of, or a default under, the certificate of incorporation or bylaws Organizational Documents of the CompanyCompany or any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of an Encumbrance (other than a Lien Permitted Encumbrance) on any of the rights or assets of the Company or any of its Subsidiaries pursuant to, or require that any consent be obtained with respect to, any Company Material Contract, (iii) assuming (solely with respect to any agreementperformance of this Agreement and the consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.4(a), lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under violate any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), subject or (Div) any change in the rights or obligations of any party under any Contract binding on the CompanyCompany Material Contract, except, in the case of clause clauses (Bii), (Ciii) or (Div) aboveof this Section 5.4(b), for any such breach, violation, termination, default, creation, acceleration or change thatas would not, individually or in the aggregate, is not reasonably likely be expected to have result in a Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) the filing of the Certificate of Merger pursuant to Section 1.3 and 2.3, (B) under the filing of a notification Exchange Act, and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and (C) under the rules and regulations thereunder of NASDAQ (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Amended Offer and the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the ability consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, no filing and/or notice is required to be made by the Company to consummate under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the Amended Offer, the Merger and the other Transactionstransactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Amended Offer or the Merger and the other Transactions transactions contemplated hereby will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) constitute or result in (A) a breach or violation of, or a default under, or conflict with, the certificate of incorporation or bylaws of the Company, Company or the comparable governing instruments of any of its Subsidiaries (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on upon the Company or under any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 6.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, terminationtermination (or right thereof), default, creation, acceleration or change thatthat would not, individually or in the aggregate, is not reasonably likely be expected to have a Company Material Adverse Effect. Section 5.1(f)(ii) of Effect or to prevent, materially delay or materially impair the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Other than the approvals, filings and/or notices: (i) Other than pursuant to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director under the CBCA; and (Aii) the filing of filings with the Certificate of Merger pursuant to Section 1.3 and (B) Securities Authorities or the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)TSX, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court Governmental Entity or other legislative, executive or judicial governmental entity (each a “Governmental Entity”)Person, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the other TransactionsEffective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay have a Company Material Adverse Effect or impair prevent the ability consummation of the Company to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or bylaws Organizational Documents of the CompanyCompany or of any of its Subsidiaries, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien Lien, other than a Permitted Lien, on any of the assets of the Company or any of its Subsidiaries pursuant to to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) Contract binding on upon the Company or any of its Subsidiaries or Company Plan or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section (5), under any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (Diii) any change in the rights or obligations of any party under any Contract binding on upon the CompanyCompany or any of its Subsidiaries, except, in the case of clause (B), (C) or (D) abovethe foregoing, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is that would not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(ii. (c) Except as is expressly contemplated under this Agreement, the execution, delivery and performance of this Agreement by the Company Disclosure Letter sets forth a correct does not, and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to the consummation of the Transactions (whether will not, constitute or not subject result in the imposition of any encumbrance upon any of the property or assets of the Company or any of its Subsidiaries, or give any Person the right to acquire any of the exception set forth with respect assets of the Company or of its Subsidiaries, or restrict, hinder, impair or limit the ability of the Company or any of its Subsidiaries to clauses (B), (C) conduct the business of the Company or any of its Subsidiaries as and (D) above)where it is now being conducted.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in connection with the aggregate, reasonably be expected to prevent, materially delay or impair continuing operation of the ability business of the Company to consummate and its Subsidiaries following the Merger and the other TransactionsEffective Time. (ii) The Except as set forth in Section 5.1(f)(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws Organizational Documents of the CompanyCompany or any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or any of its Subsidiaries or under any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or any of its Subsidiaries’ ownership or use of, or its rights in or to, any Intellectual Property (as defined in Section 5.1(r) below)Rights, or (D) any change in the rights or obligations of any party under any Contract binding on the CompanyCompany or any of its Subsidiaries, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is would not reasonably likely be expected to have a Material Adverse Effectbe material to the Company or any of its Subsidiaries. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than (A) Except for compliance with, and filings under, the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Purchaser from any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Authority in connection with the execution, delivery and performance of this Agreement by the Company Purchaser and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair have a material adverse effect on the ability of the Company Purchaser to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by the Company Purchaser does not, and the consummation of the Merger and the other Transactions will not, not constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company, Purchaser or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of Purchaser or any of its Subsidiaries pursuant to, any Contract, or assuming (solely with respect to performance of this Agreement and consummation of the Company pursuant Transactions) compliance with the matters referred to any agreementin Section 6.3(a), lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any Law or Permit to which the Company Purchaser or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration cancellation, acceleration, loss, impairment, alteration, change, fee or change thatLien that would not, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. Section 5.1(f)(ii) material adverse effect on the ability of Purchaser to consummate the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) the filing of the Certificate of Merger pursuant to Section 1.3 and 1.3, (B) under the filing Exchange Act, (C) under the rules of a notification and report form the NASDAQ, (D) required to be or customarily filed pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder any state environmental transfer statutes (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)) and (E) that have been properly made prior to, and remain effective (to the extent such effectiveness is required to consummate the transactions contemplated hereby) as of, June 7, 2007, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Offer, the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability consummation of the Company to consummate the Merger and the other Transactionstransactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or bylaws of the CompanyCompany or the comparable governing instruments of any of its Significant Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on upon the Company or under any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, termination, default, creation, acceleration or change thatthat would not, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(ii) of Effect or prevent, materially delay or materially impair the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant 1.3, to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act knowledge of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)Company, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court body or other legislative, executive or judicial governmental entity (each a “"Governmental Entity”"), in connection with the execution, ------------------- execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other Transactionstransactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of the CompanyCompany or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”"Contracts") binding on upon the Company or under any of its Subsidiaries or any Law (as --------- defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject, subject or (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on of the CompanyContracts, except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, termination, default, creationacceleration, acceleration creation or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement Section 5.1(f)(ii5.1(d) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B), (C) and (DC) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, the Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (a) Other than the expirations of waiting periods and the filings, notices, reports and Permits (i) Other than under the HSR Act and (Aii) the filing Approvals, no expirations of the Certificate of Merger pursuant to Section 1.3 waiting periods under applicable Laws are required and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company Buyers with, nor are any consents, registrations, approvals, permits or authorizations Permits required to be obtained by the Company Buyers from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and Buyers or the consummation of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability consummation of the Company to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance by Buyers of this Agreement by and the Company does Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company, (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, the creation loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under under, or result in the creation of a Lien on any of the assets of Buyers under any provision of (i) the Company pursuant certificate of incorporation, by-laws or comparable governing documents of either Buyer or its Affiliates, (ii) any Contract binding upon either Buyer or its Affiliates or (iii) assuming (solely with respect to any agreementperformance of this Agreement and the Ancillary Agreements and consummation of the Transactions) compliance with the matters referred to in Section 3.3(a), lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any Law to which the Company either Buyer or its Affiliates is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause clauses (B), ii) and (C) or (Diii) above, for any such breach, violation, default, termination, defaultloss, creationadverse modification, cancellation, acceleration or change thatcreation that would not, individually or in the aggregate, is not reasonably likely be expected to have a Material Adverse Effect. Section 5.1(f)(ii) of prevent, materially delay or materially impair the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than compliance with, and filings under, the HSR Act; and (Aii) the filing such other items as disclosed in Section 4.4(a) of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)Disclosure Schedule, no notices, reports or other filings are required to be made by the Company Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Seller from any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Authority in connection with the execution, delivery and performance of this Agreement by the Company Seller and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair have a material adverse effect on the ability of the Company Seller to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by the Company Seller does not, and the consummation of the Merger and the other Transactions will not, not constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation formation or bylaws limited partnership agreement (or similar organizational documents) of the Company, Seller or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of Seller pursuant to, any Contract, or assuming (solely with respect to performance of this Agreement and consummation of the Company pursuant Transactions) compliance with the matters referred to any agreementin Section 4.4(a), lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any Law or Permit to which the Company Seller is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (Bii), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration cancellation, acceleration, loss, impairment, alteration, change, fee or change thatLien that would not, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. Section 5.1(f)(ii) material adverse effect on the ability of Seller to consummate the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than Except for (A) the filing applicable requirements of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 1976 and the rules and regulations promulgated thereunder or of any state securities or “blue sky” Laws; (B) the “HSR Act”applicable requirements of the NASDAQ Stock Market; (C) (clauses (A) the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Merger as required by the DGCL; and (B)D) the applicable requirements of antitrust, collectivelycompetition or other similar Laws of jurisdictions other than the United States, the “Company Approvals”)if any, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or impair the ability of the have a Company to consummate the Merger and the other TransactionsMaterial Adverse Effect. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation by the Company of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company or the comparable governing documents of any of the Company’s Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any Material Contract to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on which the Company or under any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties are bound or (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, except (C1) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(iiEffect and (2) in the case of clause (C) above, for any such violation of Law that, individually or in the aggregate, is not reasonably likely to have a Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents Adverse Effect or waivers are required prior to prevent, materially delay or materially impede the consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B)No filings, collectively, the “Company Approvals”), no notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company with or from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the other TransactionsEffective Time, except those that the failure to make as would not have a Company Material Adverse Effect or obtain would not, individually prevent or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactionstransactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws Organizational Documents of the CompanyCompany or any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of a Lien an Encumbrance on any of the rights or assets of the Company or any of its Subsidiaries pursuant to to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) Contract binding on upon the Company or any of its Subsidiaries, or, assuming (solely with respect to performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.5(a) or under any Law or Order applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is subject, subject or (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (Di) any change in the substantive rights or obligations of any party under any Contract binding on upon the CompanyCompany or any of its Subsidiaries, except, in the case of clause (B), ) or (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is as would not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(ii) Effect or prevent or materially impair the ability of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Other than the approvals, filings and/or notices: (i) Other than pursuant to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director under the CBCA; (Aii) the filing of the Certificate of Merger pursuant to Section 1.3 Required Regulatory Approvals; and (Biii) filings with the filing of a notification and report form pursuant to Securities Authorities or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)TSX, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the other TransactionsEffective Time, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay have a Material Adverse Effect or impair prevent the ability consummation of the Company to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions will not, constitute or result in in: (Ai) a breach or violation of, or a default under, the certificate of incorporation or bylaws Organizational Documents of the Company, Company or of any of its Subsidiaries; (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien Lien, other than a Permitted Lien, on any of the assets of the Company or any of its Subsidiaries pursuant to to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) Contract binding on upon the Company or any of its Subsidiaries or Company Plan or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section (4), under any Law to which the Company or any of its Subsidiaries is subject, ; or (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (Diii) any change in the rights or obligations of any party under any Contract binding on upon the CompanyCompany or any of its Subsidiaries, except, in the case of clause (B), (C) or (D) abovethe foregoing, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is that would not reasonably likely to have a Material Adverse EffectEffect or prevent the consummation of the Transactions. Section 5.1(f)(ii(4)(b) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which notices, consents or waivers are or may be required prior to and in connection with consummation of the Transactions (whether or not subject to the Material Adverse Effect exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than compliance with, and filings under, the HSR Act; (Aii) the filing of the Certificate of Merger pursuant to Section 1.3 with the Secretary of State of the State of Delaware; and (Biii) such other items as disclosed in Section 5.4(a) of the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), Disclosure Schedule; no notices, reports or other filings are required to be made by the Company withCompany, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, from any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Authority in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to (A) individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole, or (B) prevent, materially delay or impair materially impede the ability of the Company to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or certificate of formation, as applicable, and the bylaws or limited liability company agreement, as applicable, of the Company, Company or any of the Company Subsidiaries or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company Subsidiaries, pursuant to, any Contract, or assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.4(a), under any Law or Permit to which the Company or any Company Subsidiary is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (Bii), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration cancellation, acceleration, loss, impairment, alteration, change, fee or change thatLien that would not, individually or in the aggregate, is not reasonably likely be expected to have (A) individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a Material Adverse Effect. Section 5.1(f)(iiwhole or (B) prevent, materially delay or materially impede the ability of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts to consummate the Transactions. (as defined c) This Section 5.4 shall not apply to Educational Approvals or Educational Laws, which are addressed in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)5.20.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) the filing of the Certificate of Merger pursuant to Section 1.3 and 1.3, (B) the filing of a notification and report form pursuant to under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder 1976, as amended (the “HSR ActXXX Xxx”), (X) xxxxx xxx Xxxxxxxx Xxx, (clauses X) to comply with state securities or “blue-sky” Laws, (AE) required to be made with the Nasdaq Stock Market, and (B), collectively, the “Company Approvals”)F) that are required and customary pursuant to any state environmental transfer statutes, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement and the Voting Agreement by the Company and the consummation of the Merger and the other Transactionstransactions contemplated hereby and thereby, except those that the failure to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the a Company to consummate the Merger and the other TransactionsMaterial Adverse Effect. (ii) The execution, delivery and performance of this Agreement and the Voting Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the CompanyCompany or the comparable governing documents of any of its Subsidiaries or, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under under, the loss or impairment of any right to own or use or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any of its Subsidiaries or, assuming compliance with the matters referred to in Section 4.1(d)(i), any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, subject except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change thatloss of right which has not had, and would not reasonably be expected to have, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than compliance with, and filings under, the HSR Act; and (Aii) the filing such other items as disclosed in Section 5.4(a) of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)Disclosure Schedule, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, from any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Authority in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactionshave a Material Adverse Effect. (iib) The Except as set forth in Schedule 5.4(b), the execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company, Company or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of the Company or any of its Subsidiaries pursuant to, any Company Material Contract, or assuming (solely with respect to any agreementperformance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.4(a), lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any Law or Permit to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (Bii), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration cancellation, acceleration, loss, impairment, alteration, change, fee or change thatLien that would not, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no No notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the aggregate, reasonably be expected to prevent, materially delay or impair continuing operation of the ability business of the Company to consummate following the Effective Time, except for the filing of the Articles of Merger and with the other TransactionsSecretary of the Commonwealth of Massachusetts. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation organization or bylaws by-laws of the Company, ; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on upon the Company Company; (C) with or under without notice, lapse of time or both, a breach or violation of any Law to which the Company is subjectsubject such as would have a Material Adverse Effect on the Company, assuming (C) the loss or impairment of, payment of any additional amounts solely with respect to, or to performance of this Agreement and consummation of the consent of any Merger and the other Person being required in respect of, transactions contemplated hereby) compliance with the Company’s right matters referred to own or use any Intellectual Property (as defined in Section 5.1(r) below4.1(d)(i), ; or (D) any change in the rights or obligations of any party under any Contract binding on upon the Company, except, in the case of clause (B), (C) or (D) above, for any Company such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to as would have a Material Adverse EffectEffect on the Company. Section 5.1(f)(iiSchedule 4.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below4.1(q)) pursuant to which consents consents, waivers or waivers approvals are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement. (whether iii) The Company is not a party to or not subject bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company (or, after giving effect to the exception set forth with respect to clauses (B)Merger, (CParent or its subsidiaries) and (D) above)may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) the filing of the Certificate of Merger pursuant to Section 1.3 and 1.2, (B) the filing of a notification and report form pursuant to under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder 1976, as amended (the “HSR Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (C) to comply with state securities or “blue sky” laws, (clauses D) required to be made with the Nasdaq National Stock Market, (AE) required to be made under applicable foreign antitrust and competition laws and (B), collectively, F) pursuant to the “Company Approvals”)Bermuda Act, no notices, reports or other filings are required to be made by the Company with, nor are any consents, waivers, registrations, approvals, permits permits, authorizations, notices or authorizations filings required to be made or obtained by the Company or any of its Subsidiaries to or from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court body or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company and its Subsidiaries of the Merger Amalgamation and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other Transactionstransactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation by the Company of the Merger Amalgamation and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate memorandum of incorporation association or bylaws bye-laws of the CompanyCompany or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default, termination or cancellation under, or the acceleration of any obligations or the creation of a lien, pledge, mortgage, security interest, charge or other encumbrance (each, a “Lien”) on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, a breach or violation of, a termination any Contracts (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”including Material Contracts) binding on upon the Company or under any of its Subsidiaries or any Law or Order applicable to which the Company or any of its Subsidiaries or by which its or any of their respective properties is subject, bound or affected or (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party (including requiring any consents or waivers) under any Contract binding on of the CompanyContracts, except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, default, termination, defaultcancellation, creationacceleration, acceleration Lien or change that, individually or in the aggregate, is would not reasonably be likely to have a Company Material Adverse Effect. Section 5.1(f)(ii) Effect or to prevent, materially delay or materially impair the ability of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of consummate the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)transactions contemplated hereby.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than Except for (A) compliance with, and filings under, the HSR Act; (B) the filing of the Certificate of Merger pursuant to Section 1.3 and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (C) compliance with, and filings under, the Exchange Act or the Securities Act; and (BD) such other items as disclosed in Section 6.4(a) of the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”)Parent Disclosure Schedule, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, Parent or Merger Sub from any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Authority in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, reasonably be expected to (i) be materially adverse to Parent and Merger Sub or (ii) prevent, materially impair or delay or impair the ability of Parent or Merger Sub to effect the Company to consummate the Merger and the other Transactions. (iib) The execution, delivery and performance of this Agreement by the Company each of Parent and Merger Sub does not, and the consummation of the Merger and the other Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the Company, either Parent or Merger Sub or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation creation, cancellation, acceleration, loss, impairment or acceleration alteration or other change of any rights, benefits or obligations under under, result in the payment of any fee under, or the creation of a Lien on any of the assets assets, properties or rights of Parent or Merger Sub or any of their respective Subsidiaries pursuant to, any contract, or assuming (solely with respect to performance of this Agreement and consummation of the Company pursuant Transactions) compliance with the matters referred to any agreementin Section 6.4(a), lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on the Company or under any Law or Permit to which the Company Parent or Merger Sub or any of their respective Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration cancellation, acceleration, loss, impairment, alteration, change, fee or change thatLien, that would not, individually or in the aggregate, is not reasonably likely be expected to have a Material Adverse Effect. Section 5.1(f)(ii(i) be materially adverse to Parent and Merger Sub or (ii) prevent, materially impair or delay the ability of Parent or Merger Sub to effect the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)Transactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.3 and 1.3, (B) the filing of a notification the applications and report form pursuant to notices with applicable federal and state regulatory authorities governing insurance (the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 "Insurance Authorities") and the rules and regulations approval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder (the “HSR Act”"Company Approvals"), (C) the filing with the SEC of the Proxy Statement (clauses as defined in Section 6.3), (AD) the filing with the SEC of a Schedule 13E-3 (such Schedule 13-E, including any amendment or supplement thereto, "Schedule 13E-3") and (B)E) the filing of any notices with any local Governmental Entity (as defined below) the absence of which would not be reasonably likely to have, collectivelyindividually or in the aggregate, a material impact on the “business of the Company Approvals”)or its Subsidiaries, taken as a whole, no notices, reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity or self-regulatory organization (each each, a “"Governmental Entity”"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactionstransactions contemplated hereby. (ii) The executionexecution and delivery of, delivery and the performance of its obligations under, this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of the Company, Company or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, a change in the rights or obligations of any party under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “"Contract”") binding on upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of its obligations under this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(d)(i), under any Law or governmental or non-governmental permit, license, registration, authorization or approval to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(iiEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (iii) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 2% of the gross assets of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts its Subsidiaries (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) excluding cash and (D) abovecash equivalents).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no No notices, reports or other reports, filings are required to be made by the Company withconsents, nor are any consentswaivers, registrations, approvals, orders, permits or authorizations (each an “Approval”) are, as applicable required to be made or obtained by the Company from, any domestic federal, state, local, multinational or foreign governmental governmental, administrative or regulatory (including stock exchange) authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Offer, the Merger and the other Transactionstransactions contemplated hereby, except those that other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act (including filing of the Schedule 14D-9 in connection with the Offer), (C) under applicable requirements of the NASDAQ Global Market (“NASDAQ”) or (D) under applicable Antitrust Laws, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (iii) such other Approvals which the failure to make or obtain would notobtain, individually or in the aggregate, have not had and are not reasonably be expected likely to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactionshave a Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of the CompanyCompany or the comparable governing documents of any of its Subsidiaries, (Bii) assuming that the Approvals referred to in Section 4.4(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of, any Law to which the Company or any of its Subsidiaries is subject or (iii) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, the creation payment of additional fees, the creation, change or acceleration of any rights or obligations under under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries, in each case, pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) Contract binding on upon the Company or under any Law to which the Company is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Companyits Subsidiaries, except, in the case of clause clauses (B), ii) and (C) or (Diii) above, for any such breach, violation, termination, default, creation, acceleration or change that, that individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), no No notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or the Parent from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the Parent and the consummation of the Merger Stock Sale and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in connection with the aggregate, reasonably be expected to prevent, materially delay or impair continuing operation of the ability business of the Company to consummate following the Merger and the other TransactionsClosing Date. (iib) The execution, delivery and performance of this Agreement by the Company does and the Parent do not, and the consummation of the Merger Stock Sale and the other Transactions transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate their respective articles of incorporation organization or bylaws of the Company, by-laws; (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or the Parent pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on upon the Company or under the Parent; (iii) with or without notice, lapse of time or both, a breach or violation of any Law to which the Company or the Parent is subjectsubject such as would have a Material Adverse Effect on the Company, assuming (C) the loss or impairment of, payment of any additional amounts solely with respect to, or to performance of this Agreement and consummation of the consent of any Stock Sale and the other Person being required in respect of, transactions contemplated hereby) compliance with the Company’s right matters referred to own or use any Intellectual Property (as defined in Section 5.1(r) below2.4(a), ; or (Div) any change in the rights or obligations of any party under any Contract binding on upon the Company, except, in Company or the case of clause (B), (C) or (D) above, for any Parent such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to as would have a Material Adverse EffectEffect on the Company. Section 5.1(f)(iiSchedule 2.4(b) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below2.17(b)) pursuant to which consents consents, waivers or waivers approvals are or may be required prior to consummation of the Transactions transactions contemplated by this Agreement. (whether c) Except as set forth on Schedule 2.4(c), the Company is not a party to or not subject bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company (or, after giving effect to the exception set forth with respect to clauses (B)Stock Sale, (CBuyer or its subsidiaries) and (D) above)may engage or the manner or locations in which any of them may so engage in any business.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to filings and/or notices under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder 1976, as amended (the “HSR Act”) (clauses (A) and (B), collectively, the “Company Approvals”), and except as set forth in Section 3.4(a) of the Company Disclosure Letter, (i) no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Entity in connection with the execution, delivery and performance of Company’s obligations under this Agreement by the Company and or the consummation of the Merger transactions contemplated for the Company by this Agreement, or (ii) in connection with the continuing operation of the business of the Company following the Closing, except, in the case of each of the foregoing clauses (i) and the other Transactions(ii), except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to have a Material Adverse Effect or prevent, materially delay or impair the ability of the Company to consummate the Merger and the other TransactionsSellers to perform their obligations under this Agreement. (iib) The Except as set forth in Section 3.4(b) of the Company Disclosure Letter, the execution, delivery and performance of the Company’s obligations under this Agreement by the Company does do not, and the consummation of the Merger and transactions contemplated for the other Transactions Company by this Agreement will not, constitute or result in (Ai) a breach or violation of, in respect of the Organizational Documents of the Company or a default under, any resolutions adopted by the certificate board of incorporation directors or bylaws stockholders (or Persons exercising similar authority) of the Company, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement Material Contract (not otherwise terminable by the other party thereto on 90 days’ or other obligation (each, a “Contract”less notice) binding on upon the Company or the Company’s properties or assets or (iii) assuming (solely with respect to performance of this Agreement) compliance with the matters referred to in Section 3.4(a), under any Law to which the Company or any of its properties or assets is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (Cii) or (Diii) above, for any such breach, violation, termination, default, creation, acceleration or change thatthat would not, individually or in the aggregate, is not reasonably be likely to have a Material Adverse Effect. Section 5.1(f)(ii) Effect or prevent, materially delay or materially impair the ability of the Company Disclosure Letter sets forth a correct and complete list the Sellers to perform their obligations under this Agreement. (c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Material Contracts (as defined the Company is required in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to connection with the consummation of the Transactions (whether Class B Issuance or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)Redemption.

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and filings and/or notices (BA) under the filing of a notification and report form pursuant to the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder 1976, as amended (the “HSR Act”), any other applicable antitrust laws and any other antitrust, competition or similar Laws of any foreign jurisdiction, (B) under the Exchange Act, (C) under the rules of NASDAQ Global Select Market (“NASDAQ”) and (D) pursuant to any applicable foreign or state securities or blue sky laws (collectively, clauses (A) and through (BD), collectively, the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, (x) individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Change or (y) prevent, materially delay or materially impair the ability consummation of the Company to consummate the Merger and the other Transactionstransactions contemplated by this Agreement. (ii) The Assuming receipt of the Company Approvals and the receipt of the Company Requisite Vote, the execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not, not constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation charter or bylaws by-laws of the CompanyCompany or the comparable governing instruments of any of its Significant Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any material obligations under or the creation of a Lien on pursuant to, any of the assets of the Company pursuant to any agreement, lease, license, contract, note, mortgage, indenture, agreement, arrangement or other instrument or obligation (each, a “Contract”) binding on upon the Company or under any Law of its Subsidiaries, or (C) assuming compliance with the matters referenced in Section 3.1(d)(i), a violation of any Laws to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(ii) of Change or prevent, materially delay or materially impair the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above)transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) the filing of the Certificate of Merger pursuant to Section 1.3 and 1.3, (B) the filing of a notification and report form pursuant to under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations thereunder 1976, as amended (the “HSR Act”), (C) (clauses (A) under the Exchange Act, and (B), collectively, D) under the rules of NASDAQ (the “Company Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactionstransactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the have a Company to consummate the Merger and the other TransactionsMaterial Adverse Effect. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws of the CompanyCompany or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations obligations, the loss of a benefit under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any material bond, debenture, guarantee, purchase or sale order, agreement, commitment, instrument, lease, license, contract, note, mortgage, indenture, arrangement arrangement, understanding, undertaking, permit, concession or franchise or other obligation obligation, whether oral or written (each, a “Contract”) binding on upon the Company or under any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (DC) above, for any such breach, violation, terminationtermination (or right thereof), default, creation, acceleration acceleration, loss or change thatthat would not, individually or in the aggregate, is not reasonably likely be expected to have a Company Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than (A) the filing of the Certificate of Merger filings and/or notices pursuant to Section 1.3 and 1.3, (B) the filing of a notification the applications and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 notices with applicable federal and the rules and regulations thereunder state regulatory authorities governing insurance (the “HSR ActInsurance Authorities”) and the approval of such applications or the grant of required licenses by such authorities or the expiration of any applicable waiting periods thereunder (clauses (A) and (B), collectively, the “Company Approvals”), (C) the filing with the SEC of the Proxy Statement (as defined in Section 6.3), (D) the filing with the SEC of a Schedule 13E-3 (such Schedule 13-E, including any amendment or supplement thereto, “Schedule 13E-3”) and (E) the filing of any notices with any local Governmental Entity (as defined below) the absence of which would not be reasonably likely to have, individually or in the aggregate, a material impact on the business of the Company or its Subsidiaries, taken as a whole, no notices, reports or other filings are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity or self-regulatory organization (each each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other Transactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactionstransactions contemplated hereby. (ii) The executionexecution and delivery of, delivery and the performance of its obligations under, this Agreement by the Company does do not, and the consummation of the Merger and the other Transactions transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or bylaws by-laws of the Company, Company or (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, a change in the rights or obligations of any party under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding on upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of its obligations under this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(d)(i), under any Law or governmental or non-governmental permit, license, registration, authorization or approval to which the Company or any of its Subsidiaries is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), or (D) any change in the rights or obligations of any party under any Contract binding on the Company, except, in the case of clause (B), (C) or (D) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Section 5.1(f)(iiEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (iii) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 2% of the gross assets of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts its Subsidiaries (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) excluding cash and (D) abovecash equivalents).

Governmental Filings; No Violations; Certain Contracts. (a) Other than the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations (i) Other than (A) the filing of the Certificate of Merger pursuant to Section 1.3 and (B) the filing of a notification and report form pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 DGCL, (ii) under the Exchange Act, and (iii) the rules and regulations thereunder of the NASDAQ (iv) under the Takeover Statutes and state securities and “HSR Act”) blue sky” Laws (clauses (A) and (B), collectively, the “Company Governmental Approvals”), as applicable, no expirations of waiting periods are required and no filings, notices, reports reports, consents, registrations, approvals, permits or other filings authorizations are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be made or obtained by the Company with or from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other TransactionsOffer, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or impair the ability of the Company to consummate the Merger and the other Transactionstransactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company following the Effective Time, except as would not have a Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Merger transactions contemplated by this Agreement, including the Offer and the other Transactions Merger, will not, constitute or result in (Ai) a breach or violation of, or a default under, under the certificate of incorporation or bylaws Organizational Documents of the Company, (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of a Lien an Encumbrance on any of the rights or assets of the Company pursuant to, any Contract binding upon the Company as of the date hereof, (iii) assuming compliance with the matters referred to in Section 6.5(a), conflict with or violate any agreement, lease, license, contract, note, mortgage, indenture, arrangement Law or other obligation (each, a “Contract”) binding on Order applicable to the Company or under any Law to by which the Company is subject, (C) the loss or impairment of, payment of any additional amounts with respect to, or the consent of any other Person being required in respect of, the Company’s right to own or use any Intellectual Property (as defined in Section 5.1(r) below), subject or (Div) any change in the substantive rights or obligations of any party under any Contract binding on upon the CompanyCompany as of the date hereof, except, in the case of clause (Bii), (Civ) or (Div) aboveof this Section 6.5(b), for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is as would not reasonably likely to have a Material Adverse Effect. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(l)(i) below) pursuant to which consents or waivers are required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B), (C) and (D) above).