Common use of Governmental Filings; No Violations Clause in Contracts

Governmental Filings; No Violations. Except for (i) filings required by the applicable requirements of the Exchange Act, (ii) the filing and recordation of appropriate merger documents as required by the NYLLCL, (iii) filings, if any, under the securities or blue sky laws or takeover statutes, (iv) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Governmental Filings; No Violations. Except for Other than those (i) filings required by to be made under the applicable requirements of HSR Act and the Exchange Act, (ii) the filing required to be made with Self-Regulatory Organizations and recordation of appropriate merger documents as required by the NYLLCLGovernmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies, (iii) filings, if any, under the securities required to be made pursuant to state and Commonwealth of Puerto Rico insurance or blue sky laws or takeover statutes, broker-dealer regulations and (iv) such other filings and/or notices which if not given prior to the Closing would not result in a Material Adverse Effect, no notices, reports, applications or other filings are required to be made by the Company or its Subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by the Seller or the Company and the consummation by the Seller of the transactions contemplated hereby nor compliance by Mergeco with any of hereby. Subject to the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permitsfilings, authorizationsnotices, consents applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the transactions contemplated hereby, the execution, delivery and approvals referred performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby, do not and will not (1) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of the Seller, the Company or the Company's Subsidiary or to in which the preceding sentenceSeller, violate the Company or the Company's Subsidiary or its or their properties is subject or bound or (2) constitute a breach or violation of, or a default under, the Constitutive Documents of the Company or of the Company's Subsidiary or (3) require any statuteconsent or approval under any such law, rule, regulation, judgment, decree, order, injunction, writ governmental or decree non-governmental permit or license or the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except as set forth on Section 3.4 of the Company Disclosure Letter and for (i) filings required by the applicable requirements, if any, of state securities or “blue sky” laws (“Blue Sky Laws”), (ii) the pre-merger notification requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (iii) filings under the Securities Act and the Exchange Act, (iiiv) the filing and recordation of appropriate merger documents as any filings required by the NYLLCL, (iii) filings, if any, under the securities or blue sky laws or takeover statutesrules and regulations of the Nasdaq Stock Market, (iv) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no the filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this AgreementCertificate of Merger pursuant to the DGCL (collectively, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither “Company Required Statutory Approvals”), the execution and delivery of this Agreement nor by the Company and the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will this Agreement do not (xA) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergecobreach of, (y) constitute a default under, result in a violation or breach of, or constitute a default (or give rise to result in the creation of any right Lien upon any assets of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Company or any of its properties Subsidiaries, (B) require any authorization, consent, approval, exemption or assets is bound other action by or notice to any court or Governmental Entity, including without limitation the FDA and the DEA, (zC) assuming the truth conflict with or result in a breach of the representations and warranties provisions of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco Company’s or any of its properties Subsidiary’s certificate or assets articles of incorporation or bylaws, (D) conflict with, give rise to the right to modify, result in the termination of, or accelerate the performance required by, or result in a right of termination under, require any offer to repurchase any debt, require any prepayment of any debt, or result in a breach of any contract, agreement, lease, mortgage, note, indenture or instrument to which the Company or any of its Subsidiaries is bound, excluding from or (E) conflict with or result in a breach of any Law to which the foregoing clauses Company or any of its Subsidiaries is subject, other than, in the case of (yA), (B), (D), or (E) and (z) conflictsabove, violationsas would not, breaches or defaults which, either individually or in the aggregate, are not reasonably likely have a Material Adverse Effect. Neither the Company or any of its Subsidiaries is subject to impair materially the any outstanding judgment, order or decree of any court or Governmental Entity that could prohibit or adversely affect its respective ability of Mergeco to perform its obligations hereunder enter into this Agreement or to consummate the transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations. Except as set forth in Section 4.4 of the Company Disclosure Letter and for (i) filings required by the applicable pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) filings under the Act Against Restraints to Competition, as amended (“Gesetz gegen Wettbewerbsbeschraenkungen” or “ARC”) and the Austrian Cartel Act 2005 (the “Cartel Act”), (iii) filings under the Securities Act and the Exchange Act, (iiiv) the filing and recordation of appropriate merger documents as any filings required by the NYLLCL, (iii) filings, if any, under the securities or blue sky laws or takeover statutesrules and regulations of the New York Stock Exchange, (iv) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no the filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this AgreementCertificate of Merger pursuant to the DGCL (collectively, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither “Company Required Statutory Approvals”), the execution and delivery of this Agreement nor by the Company do not and the consummation by the Company of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof this Agreement will not (xA) conflict with or result in any material breach of, constitute a material default under, or result in a material violation of, or result in the creation of, any material Lien upon any material assets of the Company or any provision of its Subsidiaries, (B) require any material authorization, consent, approval, exemption or other action by or notice to any Person, court or Governmental Entity, (C) conflict with or result in a breach of the provisions of the Company’s restated certificate of incorporation or bylaws, (D) conflict with or result in a material breach of the provisions of the articles of organization incorporation, bylaws or operating agreement other organizational documents of Mergecoany Subsidiary of the Company, (yE) conflict with or result in a violation or material breach of, or constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default (under, or give rise to cause or permit termination, cancellation, acceleration or other change of any obligation or the loss of any right of terminationor benefit under any material contract, cancellation or acceleration) underagreement, any note, bondlease, mortgage, indenturenote, license, agreement indenture or other instrument (including any Contract or obligation material Government Contract) to which Mergeco is a party, or by which it the Company or any of its properties Subsidiaries is a party or assets is bound by which they are bound, or (zF) assuming the truth conflict with or result in a material breach or violation of the representations and warranties of any Law or Order to which the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets Subsidiaries is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysubject.

Governmental Filings; No Violations. Except for (a) Other than the filing with the SEC of the Distribution Registration Statement and the RMT Partner Registration Statement, the filing of any amendment to the Organizational Documents of Spinco to effect the Separation and Distribution and the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) filings required by the applicable requirements of the Exchange Actpursuant to Section 1.2 and Section 2.3, (ii) required under the filing rules and recordation regulations of appropriate merger documents as required by the NYLLCLNYSE and NASDAQ, (iii) filings, if any, required under the securities HSR Act or blue sky laws or takeover statutesany other applicable Antitrust Laws, the Exchange Act and the Securities Act, (iv) filings to comply with state securities or “blue-sky” Laws, (v) as may be required with or to the FCC under the Communications Laws, (vi) as may be required with or to the PUCs and other local and state Governmental Entities pursuant to applicable Utilities Laws and (vii) as may be required with or to Foreign Regulators pursuant to Foreign Regulatory Laws, no filings, notices or reports are required to be made by RMT Partner, Merger Sub or any other of RMT Partner’s Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by RMT Partner, Merger Sub or any other of RMT Partner’s Subsidiaries from, any Governmental Entity in connection with any applicable transfer the execution, delivery and performance of this Agreement by RMT Partner and Merger Sub or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco RMT Partner and Merger Sub of the transactions contemplated by this AgreementTransactions, except, in each case, those that the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergecowould not, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably be likely to have an RMT Partner Material Adverse Effect or to prevent, materially delay or materially impair materially the ability of Mergeco to perform its obligations hereunder or RMT Partner to consummate the transactions contemplated herebyTransactions.

Governmental Filings; No Violations. Except for Other than the filings and/or notices (i) filings required by under the applicable requirements of HSR Act and the Exchange Act, (ii) required to be made pursuant to state banking regulations or with the filing Board of Governors of the Federal Reserve System, and recordation of appropriate merger documents as required by the NYLLCL, (iii) filingsrequired to be made with the NYSE and other Self-Regulatory Organizations, if anyno notices, under reports, applications or other filings are required to be made by the securities Buyer or blue sky laws any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or takeover statutesauthorizations required to be obtained by any of them from, (iv) filings any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by the Buyer and the consummation by the Buyer of the transaction contemplated hereby. Subject to the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the transaction contemplated hereby, the execution, delivery and performance of this Agreement, and the consummation of the transactions transaction contemplated hereby nor compliance by Mergeco with any of the provisions hereof hereby, does not and will not (xA) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any notelaw, bondrule or regulation or any judgment, mortgagedecree, indentureorder, governmental or non-governmental permit or license, agreement or other instrument any Contract of it or obligation of any of its Subsidiaries or to which Mergeco is a party, or by which it the Buyer or any of its Subsidiaries or its or their properties is subject or assets is bound bound, (B) constitute a breach or violation of, or a default under, the Constitutive Documents of the Buyer or any of its Subsidiaries, or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. (a) Except for (i) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Schedule 14D-9 and, if the Shareholders Meeting is required by pursuant to this Agreement, of a proxy statement relating to the Shareholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”), (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing with the Department of State of the Commonwealth of Pennsylvania the Articles of Merger; (v) compliance with the applicable requirements of the Exchange ActNYSE MKT LLC (the “NYSE MKT”), and (iivi) such other items as disclosed in Section 5.04(a) of the filing and recordation of appropriate merger documents as Company Disclosure Schedule (the items set forth above in clauses (i) through (vii), the “Company Required Governmental Approvals”), no notices, reports or other filings are required to be made by the NYLLCLCompany with, nor are any consents, registrations, approvals or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory body, commission, agency, court, instrumentality, authority or other legislative, executive or judicial entity (iiieach, a “Governmental Entity”) filings, if any, under the securities or blue sky laws or takeover statutes, (iv) filings in connection with any applicable transfer the execution, delivery and performance of this Agreement by the Company or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except those that the failure to make or obtain which is obtain, as the case may be, would not have or reasonably likely be expected to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergecohave, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebya Company Material Adverse Effect.

Governmental Filings; No Violations. Except for Other than the filings and/or notices (i) filings required by the applicable requirements of the Exchange Actreferred to in Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under required to be made pursuant to the securities or blue sky laws or takeover statutesEuropean Community Merger Control Regulation and the Bank Act [Canada], (iv) required to be made pursuant to state insurance or banking regulations, (v) required to be made with the NYSE and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent's Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor and the Stock Option Agreement by Parent, the execution and delivery of this Agreement by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other transactions contemplated hereby and thereby. Subject to the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby and by the Stock Option Agreement, the execution, delivery and performance of this Agreement and the Stock Option Agreement, and the consummation of the Merger and other transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof and thereby, does not and will not (xA) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of Parent or any of its properties or assets is bound Subsidiaries, or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except for Other than the filings and/or notices (i) filings required by the applicable requirements of the Exchange Actpursuant to Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under pursuant to the securities or blue sky laws or takeover statutesEuropean Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent’s Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by Parent and by the Merger Subsidiary and the consummation by Parent and the Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof hereby, does not and will not (xA) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent’s Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of Parent or any of its properties or assets is bound Subsidiaries, or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except for (a) The execution, delivery, and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other Transactions require no authorization, consent, approval, waiting period expiration, termination, authorization or permit of, other action by or in respect of, or filing with or notification to, any Governmental Authority other than (i) filings required by the applicable requirements Company Stockholder Approval and the filing of the Exchange ActArticles of Merger pursuant to Section 1.3 under the MGCL, (ii) the filing with the SEC of the Information Statement and recordation other compliance with any applicable requirements of appropriate merger documents the Securities Act of 1933, as required by amended (the NYLLCL“Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) filingswith respect to the Preferred Stock Offering, if anythe filing by the Surviving Corporation of a Form D, “Notice of Exempt Offering of Securities,” in compliance with the applicable requirements of Regulation D promulgated under the securities or blue sky laws or takeover statutesSecurities Act, (iv) the filing with the SDAT of the Certificate of Notice pursuant to Section 5.17(a), (v) the filing with the SDAT of the Articles Supplementary with respect to the Series A Preferred Stock, (vi) filings in connection required by any applicable state “blue sky” Laws, (vi) compliance with any applicable transfer rules of the Nasdaq Capital Markets (“Nasdaq”), or (viii) where failure to obtain any such authorization, consent, approval, waiting period expiration, termination, authorization or permit, other taxes action, and make any such filing or notification has not impaired or delayed, and would not reasonably be expected to impair or delay, in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for material respect beyond the consummation by Mergeco of Outside Date the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the Company’s ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither Merger and the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebyTransactions.

Governmental Filings; No Violations. Except for (i) filings required by Other than the applicable requirements of the Exchange Act, (ii) the filing and recordation of appropriate merger documents as required by the NYLLCL, (iii) filings, if anynotices, under reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations pursuant to the securities DGCL, no filings, notices, reports, consents, registrations, approvals, permits or blue sky laws authorizations are required to be made by Parent or takeover statutesMerger Sub with, (iv) filings nor are any required to be obtained by Parent or Merger Sub from, any Governmental Entity in connection with any applicable transfer or other taxes in any applicable jurisdiction the execution, delivery and (v) filings under applicable alcohol performance of this Agreement by Parent and beverage laws Merger Sub and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the Merger and the other transactions contemplated by this Agreement or in connection with the continuing operation of the business of Parent and its Subsidiaries following the Effective Time, except as would not prevent, materially delay or materially impair the ability of Parent to consummate the Merger or the other transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or default under, the failure certificate of incorporation or bylaws of Parent or Merger Sub, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of Parent or Merger Sub pursuant to, any Contracts binding upon Parent or Merger Sub, or assuming (solely with respect to make performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.3(a), under any Law to which Parent or obtain which Merger Sub is reasonably likely to subject or (iii) any change in the rights or obligations of any party under any Contract binding upon Parent or any of its Subsidiaries, except, in the case of clauses (ii) or (iii) above, as would not prevent, materially delay or materially impair the ability of Mergeco to perform its obligations hereunder Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby. Neither the execution and delivery of by this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebyAgreement.

Governmental Filings; No Violations. Except for Other than those (i) filings required by the applicable requirements of the Exchange Act----------------------------------- referred to in Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filingsrequired to be made with Self-Regulatory Organizations and Governmental Authorities regulating brokers, if anydealers, under the securities or blue sky laws or takeover statutesinvestment advisers, investment companies, banks, trust companies and insurance companies, (iv) filings in connection with any applicable transfer required to be made pursuant to state insurance or other taxes in any applicable jurisdiction banking and trust company regulations, including Section 383:9-h of the New Hampshire Revised Statutes and (v) such other filings under applicable alcohol and beverage laws and regulationsand/or notices set forth in the Company's Disclosure Schedule, no filing notices, reports, applications or other filings are required to be made by the Company or any of its Subsidiaries with, and no permitnor are any consents, authorizationregistrations, consent approvals, permits or approval ofauthorizations required to be obtained by any of them from, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither Governmental Authority in connection with the execution and delivery of, and the performance of its obligations under, this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby. Subject, in the case of clause (A) below, to obtaining the Company Requisite Vote and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby and by the Stock Option Agreement, the execution, delivery and performance by the Company of this Agreement nor and the Stock Option Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby nor compliance by Mergeco and thereby do not and will not (A) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which the Company or any of the provisions hereof will Company's Subsidiaries or its or their properties is subject or bound or (xB) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of the Company or any of its properties or assets is bound Subsidiaries or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunction, writ governmental or decree non-governmental permit or license or the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except for (a) Other than the necessary filings, notices, reports, consents, registrations, approvals, expirations of waiting periods or authorizations (i) filings required by the applicable requirements under foreign direct investment Laws of the Exchange Actjurisdictions set forth on Section 3.5(a)(i) of the Parent Disclosure Letter, (ii) required to be filed by Parent pursuant to its periodic reporting obligations under the filing and recordation Securities Exchange Act of appropriate merger documents 1934, as required by the NYLLCLamended, or (iii) filingsas set forth on Section 3.5(a)(iii) of the Parent Disclosure Letter (collectively, if anythe “Required Approvals”), under no notices, reports, consents, registrations, approvals, permits, waivers, licenses, exemptions or other filings are required to be made by Parent, NewCo, any Transferred Subsidiary or any of the securities Parent Entities with, nor are any Permits required to be obtained by Parent, NewCo, any Transferred Subsidiary or blue sky laws or takeover statutesany of the Parent Entities from, (iv) filings any Governmental Entity, in connection with any applicable transfer or other taxes in any applicable jurisdiction the execution, delivery and (v) filings under applicable alcohol and beverage laws and regulationsperformance of the Transaction Documents by Parent, no filing with, and no permit, authorization, consent or approval ofNewCo, any public body Transferred Subsidiary or authority is necessary for any Parent Entity or the consummation by Mergeco of the Transactions and the transactions contemplated by this Agreementthe Ancillary Agreements, except those filings, notices, reports, consents, registrations, approvals, expirations of waiting periods, authorizations or Permits that the failure to make or obtain which is would not, individually or in the aggregate, reasonably likely be expected to impair have a Material Adverse Effect or prevent, materially delay or materially impede the ability performance by Parent, NewCo or any Parent Ancillary Counterparty of Mergeco to perform its their respective obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of under this Agreement nor or the Ancillary Agreements or the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebythereby.

Governmental Filings; No Violations. Except for (i) filings required by Other than the applicable requirements filing of the Exchange Act, (ii) Certificate of Merger pursuant to Section 1.4 and the filing and recordation of appropriate merger documents as required by the NYLLCL, (iii) necessary filings, if anynotices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) required under the securities or blue sky laws or takeover statutesXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (ivthe “HSR Act”) filings in connection with any applicable transfer the Merger, (B) required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other taxes in any applicable jurisdiction the Securities Act of 1933, as amended (the “Securities Act”), or (C) as set forth on Section 5.1(d)(i)(C) of the Company Disclosure Letter (x) under the heading “Pre-Closing Company Required Regulatory Law Filings” (the “Pre-Closing Company Required Regulatory Law Filings”) and (vy) filings under applicable alcohol and beverage laws and regulationsthe heading “Post-Closing Company Required Regulatory Law Filings (the “Post-Closing Company Required Regulatory Law Filings”, and, collectively with the Pre-Closing Company Required Regulatory Law Filings, the “Company Required Regulatory Law Filings”), no filing filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, and no permitnor are any consents, authorizationregistrations, consent approvals, permits, expirations of waiting periods or approval ofauthorizations required to be obtained by the Company or its Subsidiaries from, any public body or authority is necessary for Governmental Entity in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by Mergeco the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except, in each case, those that the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergecowould not, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair materially the ability of Mergeco Merger Sub to perform its obligations hereunder commence or consummate the Offer or the Company to consummate the transactions contemplated herebyMerger.

Governmental Filings; No Violations. Except for Other than those filings and/or notices made (i) filings required by the applicable requirements of the Exchange Actpursuant to Section 3.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under the securities or blue sky laws or takeover statutes, rules and regulations of the NYSE and (iv) such other filings and/or notices as to which any failure to file such filings or notices could not be reasonably expected to be material to Parent, no notices, reports, applications or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by either of them from, any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by Parent and by Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby. The making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof hereby, does not and will not (x1) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any notelaw, bondrule or regulation or any judgment, mortgagedecree, indentureorder, governmental or non-governmental permit or license, agreement or other instrument any Contract of it or obligation to which Mergeco is Parent or its properties are subject or bound, (2) constitute a partybreach or violation of, or by which it a default under, the Constitutive Documents of Parent or any of its properties or assets is bound Merger Sub, or (z3) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any such Contract except, in the case of its properties or assets is bound, excluding from the foregoing clauses (y1) and (z) conflicts3), violations, breaches or defaults which, either as could not individually or in the aggregate, are not reasonably likely be expected to impair materially have a Material Adverse Effect on the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebyParent.

Governmental Filings; No Violations. Except for (i) Other than the filings and/or notices (A) pursuant to Section 1.4, (B) under the HSR Act, the Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (C) to comply with state securities or "blue sky" laws and (D) required to be made with the New York Stock Exchange (the "NYSE"), no notices, reports or other filings are required to be made by the applicable requirements of the Exchange ActStarwood Companies with, (ii) the filing and recordation of appropriate merger documents as nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the NYLLCLStarwood Companies from, (iii) filingsany Governmental Entity, if any, under the securities or blue sky laws or takeover statutes, (iv) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by the Starwood Companies and the consummation by the Starwood Companies of the transactions contemplated hereby nor compliance and by Mergeco with any Starwood Trust of the provisions hereof will (x) conflict with Merger, except those that the failure to make or result in any violation of any provision of the articles of organization or operating agreement of Mergecoobtain are not, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to have a Starwood Material Adverse Effect or prevent, materially delay or materially impair materially the ability of Mergeco to perform its obligations hereunder or the Starwood Companies to consummate the transactions contemplated hereby.by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Starwood Companies does not, and the consummation by the Starwood Companies of the transactions contemplated hereby and by Starwood Trust of the Merger will not, constitute or result in (A) a breach or violation of, or a default under, the Declaration of Trust, certificate of formation, articles of incorporation, Trust Regulations, partnership or by-laws of the Starwood Companies or the comparable governing instruments of any of their 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 Starwood Companies or any of their Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contracts binding upon the Starwood Companies or any of their Subsidiaries or any Law or governmental or nongovernmental permit or license to which the Starwood Companies or any of their Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (B) or (C) above, for breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Starwood Material Adverse Effect or prevent, materially delay or materially impair the ability of the Starwood Companies to consummate the transactions contemplated by this Agreement. (e)

Governmental Filings; No Violations. Except for Other than the filings ----------------------------------- and/or notices (i) filings required by the applicable requirements of the Exchange Actreferred to in Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under the securities required to be made pursuant to state insurance or blue sky laws or takeover statutesbanking regulations, (iv) filings in connection required to be made with any applicable transfer or the NYSE and other taxes in any applicable jurisdiction Self-Regulatory Organizations and (v) such other filings under applicable alcohol and beverage laws and regulationsand/or notices set forth in Parent's Disclosure Schedule, no filing notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, and no permitnor are any consents, authorizationregistrations, consent approvals, permits or approval ofauthorizations required to be obtained by any of them from, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither Governmental Authority in connection with the execution and delivery of this Agreement nor and the Stock Option Agreement by Parent, the execution and delivery of this Agreement by Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby and thereby. Subject to the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby and by the Stock Option Agreement, the execution, delivery and performance of this Agreement and the Stock Option Agreement, and the consummation of the Merger and other transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof and thereby, does not and will not (xA) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of Parent or any of its properties or assets is bound Subsidiaries or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except for Other than the filings and/or notices (i) filings required by the applicable requirements of the Exchange Actreferred to in Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under the securities required to be made pursuant to state insurance or blue sky laws or takeover statutesbanking regulations, (iv) filings in connection required to be made with any applicable transfer or the NYSE and other taxes in any applicable jurisdiction Self-Regulatory Organizations and (v) such other filings under applicable alcohol and beverage laws and regulationsand/or notices set forth in Parent's Disclosure Schedule, no filing notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, and no permitnor are any consents, authorizationregistrations, consent approvals, permits or approval ofauthorizations required to be obtained by any of them from, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither Governmental Authority in connection with the execution and delivery of this Agreement nor and the Stock Option Agreement by Parent, the execution and delivery of this Agreement by Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby and thereby. Subject to the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby and by the Stock Option Agreement, the execution, delivery and performance of this Agreement and the Stock Option Agreement, and the consummation of the Merger and other transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof and thereby, does not and will not (xA) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent's Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of Parent or any of its properties or assets is bound Subsidiaries or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except for Other than those (i) filings required by the applicable requirements of the Exchange Actpursuant to Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under pursuant to the securities or blue sky laws or takeover statutesEuropean Community Merger Control Regulation, (iv) required to be made with Self- Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisors, investment companies, banks, trust companies and insurance companies, (v) required to be made pursuant to state insurance or banking and trust company regulations and (vi) such other filings and/or notices set forth in the Company’s Disclosure Schedule, no notices, reports, applications or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor and the Voting Agreements by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby nor compliance and thereby. Subject, in the case of clause (A) below, to obtaining the Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby and by Mergeco the Voting Agreements, (A) the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby and (B) the execution and delivery of the GE Amendment and the Yasuda Amendment, and the performance by the Company of its obligations thereunder, do not and will not (1) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which the Company or any of the provisions hereof will Company’s Subsidiaries or its or their properties is subject or bound or (x2) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of the Company or any of its properties or assets is bound Subsidiaries or (z3) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunction, writ governmental or decree non-governmental permit or license or the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. Except for (i) Other than the filings required by and/or notices (A) pursuant to Section 1.2, (B) under the applicable requirements of HSR Act and the Exchange Act, (iiC) the filing and recordation of appropriate merger documents as required by the NYLLCL, (iii) filings, if any, under the to comply with state securities or "blue sky laws sky" laws, and (D) required to be made with the NASD, no notices, reports or takeover statutesother filings are required to be made by Parent or Merger Sub with, (iv) filings nor are any Government Consents required to be obtained by Parent or Merger Sub from, any Governmental Entity, in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by Parent and Merger Sub, the Offer and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby nor compliance by Mergeco with any of hereby, except those that the provisions hereof will (x) conflict with failure to make or result in any violation of any provision of the articles of organization or operating agreement of Mergecoobtain are not, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair materially the ability of Mergeco to perform its obligations hereunder the Parent or Merger Sub to consummate the transactions contemplated hereby.by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate or by-laws of Parent or Merger Sub, (B) a breach or violation of, or a default under, 15 21 the acceleration of or the creation of a Lien, on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contract binding upon Parent or any of its Subsidiaries or any Law to which Parent or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any such Contract, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (e)

Governmental Filings; No Violations. Except for (i) Other than the filings required by and/or notices (A) pursuant to Section 1.2, (B) under the applicable requirements of HSR Act and the Exchange Act, (iiC) the filing and recordation of appropriate merger documents as required by the NYLLCL, (iii) filings, if any, under the to comply with state securities or "blue sky laws sky" laws, and (D) required to be made with the NASD, no notices, reports or takeover statutesother filings are required to be made by Parent or Merger Sub with, (iv) filings nor are any Government Consents required to be obtained by Parent or Merger 16 22 Sub from, any Governmental Entity, in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by Parent and Merger Sub, the Offer and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby nor compliance by Mergeco with any of hereby, except those that the provisions hereof will (x) conflict with failure to make or result in any violation of any provision of the articles of organization or operating agreement of Mergecoobtain are not, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair materially the ability of Mergeco to perform its obligations hereunder the Parent or Merger Sub to consummate the transactions contemplated hereby.by this Agreement. (ii) The execution, delivery and performance of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate or by-laws of Parent or Merger Sub, (B) a breach or violation of, or a default under, the acceleration of or the creation of a Lien, on the assets of Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contract binding upon Parent or any of its Subsidiaries or any Law to which Parent or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any such Contract, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (e)

Governmental Filings; No Violations. Except for Other than those filings and/or notices made (i) filings required by the applicable requirements of the Exchange Actpursuant to Section 3.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under the state securities or "blue sky sky" laws or takeover statutes, and (iv) filings in connection with any applicable transfer or other taxes in any applicable jurisdiction under rules and regulations of Nasdaq, and (v) such other filings under applicable alcohol and beverage laws and regulationsand/or notices as to which any failure to file such filings or notices could not be reasonably expected to be material to the Company, no filing notices, reports, applications or other filings are required to be made by the Company or any of its Subsidiaries with, and no permitnor are any consents, authorizationregistrations, consent approvals, permits or approval ofauthorizations required to be obtained by any of them from, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither Governmental Authority in connection with the execution and delivery of this Agreement nor by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. Subject to obtaining the Company Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby nor compliance by Mergeco do not and will not (1) constitute a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or (2) constitute a breach or violation of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any Material Contract of it or of any of its Subsidiaries or to which the Company or any of the provisions hereof will Company's Subsidiaries or its or their properties is subject or bound or (x3) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of the Company or any of its properties or assets is bound Subsidiaries or (z4) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunction, writ governmental or decree non-governmental permit or license or the consent or approval of any public body or authority by which Mergeco or other party to any such Contract except, in the case of its properties or assets is bound, excluding from the foregoing clauses (y1) and (z) conflicts4), violationsas could not, breaches or defaults which, either individually or in the aggregate, are not reasonably likely be expected to impair materially have a Material Adverse Effect on the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebyCompany.

Governmental Filings; No Violations. Except for Other than the filings and/or notices (i) filings required by the applicable requirements of the Exchange Actpursuant to Section 2.02, (ii) under the filing HSR Act, the Exchange Act and recordation of appropriate merger documents as required by the NYLLCLSecurities Act, (iii) filings, if any, under pursuant to the securities or blue sky laws or takeover statutesEuropean Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with the Board of Governors of the Federal Reserve System, (v) required to be made with the NYSE, the Swiss Exchange and other Self-Regulatory Organizations and (vi) such other filings and/or notices set forth in Parent’s Disclosure Schedule, no notices, reports, applications or other filings are required to be made by Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by any of them from, any Governmental Authority in connection with any applicable transfer or other taxes in any applicable jurisdiction and (v) filings under applicable alcohol and beverage laws and regulations, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Mergeco of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor by Parent and by the Merger Subsidiary and the consummation by Xxxxxx and the Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, and the making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to the Merger and the other transactions contemplated hereby, the execution, delivery and performance of this Agreement, and the consummation of the Merger and other transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof hereby, does not and will not (xA) conflict with constitute a breach or result in any violation of any provision of the articles of organization or operating agreement of Mergeco, (y) result in a violation or breach of, or a default under, or cause or allow the acceleration or creation of a Lien (with or without the giving of notice, passage of time or both) pursuant to, any law, rule or regulation or any judgment, decree, order, governmental or non-governmental permit or license, or any Contract of it or of any of its Subsidiaries or to which Parent or any of Parent’s Subsidiaries or its or their properties is subject or bound, (B) constitute a breach or violation of, or a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it the Constitutive Documents of Parent or any of its properties or assets is bound Subsidiaries, or (zC) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings require any consent or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate approval under any statutesuch law, rule, regulation, judgment, decree, order, injunctiongovernmental permit or license, writ or decree the consent or approval of any public body or authority by which Mergeco or other party to any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebysuch Contract.

Governmental Filings; No Violations. (a) Except for (i) compliance with, and filings required by under, the HSR Act, any other applicable requirements of Antitrust Laws, Exon-Fxxxxx and the Exchange Actrules and regulations thereunder and any Law applicable to the CFIUS Approval, (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Proxy Statement/Prospectus, Form F-4, the Form F-6, Form 8-A and recordation the declaration by the SEC of appropriate merger the effectiveness of each of the Form F-4, Form F-6 and Form 8-A and any other federal securities laws, (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the NYLLCLDGCL, (iiiv) filingscompliance with, if anyand filings under, under the securities or blue sky laws or takeover statutesUK Companies Axx 0000 (the “Companies Act”), the UK Financial Services and Markets Act 2000 (the “FSMA”) and the UK Prospectus Rules, (ivvi) filings with and approvals of the UKLA regarding the publication of the Parent Prospectus and the notification of the Parent Prospectus to the German Federal Financial Supervising Authority (“BaFin”), (vii) filings with and approval of the Admission Office of the Frankfurt Stock Exchange (the “FSE”) in connection with any applicable transfer the listing of Parent Ordinary Shares underlying the ADSs that are to be issued in the Merger on the FSE, (viii) compliance, filings with and approvals of either The NASDAQ Stock Market or other taxes the New York Stock Exchange, as applicable, to permit the ADSs that are to be issued in any applicable jurisdiction the Merger to be listed on The NASDAQ Stock Market or the New York Stock Exchange, as applicable, and (vix) filings under applicable alcohol and beverage laws and regulations, no filing compliance with, and notices under, the International Traffic in Arms Regulations and other export regulations (the items set forth above in clauses (i) through (ix), the “Parent Required Governmental Approvals”), no permitnotices, authorizationreports or other filings are required to be made by Parent or Merger Sub with, consent nor are any consents, registrations, approvals or approval ofauthorizations required to be obtained by either Parent or Merger Sub from, any public body Governmental Entity in connection with the execution, delivery and performance of this Agreement by each of Parent and Merger Sub or authority is necessary for the consummation by Mergeco of the transactions contemplated by this AgreementMerger, except those that the failure to make or obtain which is obtain, as the case may be, would not reasonably likely be expected to impair the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Mergeco with any of the provisions hereof will (x) conflict with or result in any violation of any provision of the articles of organization or operating agreement of Mergecohave, (y) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Mergeco is a party, or by which it or any of its properties or assets is bound or (z) assuming the truth of the representations and warranties of the Company hereunder and its compliance with all agreements contained herein and assuming the due making of all filings or obtaining of all permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which Mergeco or any of its properties or assets is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches or defaults which, either individually or in the aggregate, are not reasonably likely to impair materially the ability of Mergeco to perform its obligations hereunder or to consummate the transactions contemplated herebya Parent Material Adverse Effect.