Common use of Governmental Filings Clause in Contracts

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQ, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company 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 of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings ----------------------------------- and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (CB) to comply with state securities or "blue-blue sky" laws laws, including, without limitation, the filing required by Section 1707.041 of the Ohio Revised Code, and (DC) required to be made with the NASDAQNYSE, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company of Offer, the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the making or consummation by Parent and Merger Sub of the Company of Offer, 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 of incorporation or by-laws of the Company Parent and Merger Sub or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssuch Contract, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d6.2(e) of the Company Parent Disclosure Letter sets forth, to the knowledge of the executive officers of the CompanyParent, a correct and complete list of Contracts of the Company Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Securities Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (CB) to comply with state securities or "blue-sky" laws and laws, (D) required to be made with such filings and/or notices being the NASDAQ"STI Required Consents", no notices, reports or other filings are required to be made by the Company it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on STI or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company it do not, and the consummation by the Company it 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 its certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") to Contracts binding upon the Company it or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the its Contracts, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect on STI or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company The STI Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of STI's Contracts and Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or waivers is not subject reasonably likely to have a Material Adverse Effect on STI or prevent or materially impair its ability to consummate the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Exchange Act") and the Securities Act"), (CB) to comply with state securities or "blue-sky" laws laws, (such filings and/or notices of STI being the "STI Required Consents" and (D) required to be made with of the NASDAQCompany being the "Company Required Consents"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company and the Company Stockholders do not, and the consummation by the Company 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 Company's articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiarieslaws, (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 Company's assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries the Company Stockholders or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Company's Contracts, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect on the Company or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the The Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of the Company's Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or waivers is not subject reasonably likely to have a Material Adverse Effect on it or prevent or materially impair its ability to consummate the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3provided for in the Transaction Agreements, (B) and other than as may be required under the HSR Act and similar statutes in other countries, the Exchange Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with and state securities or "blue-sky" laws and (D) required to be made with the NASDAQlaws, no notices, reports or other filings are required to be made by the Company Fresenius USA or any subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it or any subsidiary from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and execution, delivery or performance of this each Transaction Agreement to which it or any subsidiary is a party by the Company it or any subsidiary and the consummation by the Company it or any subsidiary of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are notany or all of which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect with respect to Fresenius USA or prevent, enable any person to enjoin or prevent or materially delay or materially impair the ability consummation of the Company to consummate the transactions contemplated by this Agreementhereby and thereby. (ii) The execution, delivery and performance by Fresenius USA or any subsidiary of this each Transaction Agreement by the Company do to which it is a party does not or will not, and the consummation by the Company it of any of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate its Certificate of incorporation Incorporation or byBy-laws of the Company laws, or the comparable governing instruments of any of its Subsidiariessubsidiaries, or (B) assuming receipt of any consents and the occurrence of any events disclosed in the Fresenius USA Disclosure Letter as contemplated in the last sentence of this paragraph, a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of it, Newco or the Company Surviving Corporations or any of its Subsidiaries their respective subsidiaries (with or without the giving of notice, the lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company provision of any Contracts of it or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries subsidiaries is subject subject, or (C) any change in the rights or obligations of any party under under, or give rise to any rights of termination under, any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or changes that are disclosed in the Fresenius USA Disclosure Letter or, creation(s) or change(s) that individually is, and in the aggregate areaggregate, are not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company with respect to consummate the transactions contemplated by this AgreementFresenius USA. Section 5.1(d) of the Company The Fresenius USA Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of all consents required under any Contracts of the Company and its Subsidiaries pursuant to which consents be obtained by it or waivers are or may be events required to occur prior to consummation of the transactions contemplated by this Agreement Reorganization (whether or other than consents the failure to obtain of which, individually and in the aggregate, is not subject reasonably likely to the exception set forth have a Material Adverse Effect with respect to clauses (B) and (C) aboveFresenius USA).

Governmental Filings. No Violations. (i) Other than the reports, filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) required to be made with the NYSE or the Chicago Stock Exchange, (D) to comply with state securities or "blue-blue sky" laws laws, (E) with, to or of the Federal Energy Regulatory Commission (the "FERC") pursuant to the Federal Power Act, as amended (the "Power Act"), if required, (F) under the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), (G) with, to or of federal or state regulatory bodies pursuant to Environmental Laws (as defined in Section 5.1(k)) and (DH) required to be made with identified in Section 5.1(d) of the NASDAQrespective Disclosure Letter, no notices, reports or other filings are required to be made by the Company it or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company it to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company it do not, and the consummation by the Company it 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 its articles of incorporation or by-laws of the Company or the comparable governing instruments Organizational Documents of any of its Subsidiaries, (B) a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company it or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company it or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company it or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company it to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forthLetter, with respect to the knowledge of the officers of the Company, and the Parent Disclosure Letter, with respect to Parent, sets forth a correct and complete list of material Contracts of the Company, in the case of the Company Disclosure Letter, and of Parent, in the case of the Parent Disclosure Letter, and any of its respective Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3provided for in the Transaction Agreements, (B) and other than as may be required under the HSR Act and similar statutes in other countries, the Exchange Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with and state securities or "blue-sky" laws and (D) required to be made with the NASDAQlaws, no notices, reports or other filings are required to be made by the Company Grace or any subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it or any subsidiary from, any governmental or regulatory authority, agency, commissioncourt, body commission or other governmental entity entity, domestic or foreign ("Governmental Entity"), in connection with the execution and execution, delivery or performance of this each Transaction Agreement to which it or any subsidiary is a party by the Company it or any subsidiary and the consummation by the Company it of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are notany or all of which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect with respect to Grace or prevent, enable any person to enjoin or prevent or materially delay or materially impair the ability consummation of the Company to consummate the transactions contemplated by this Agreementhereby and thereby. (ii) The execution, delivery and performance by Grace or any subsidiary of this each Transaction Agreement by the Company do to which it is a party does not or will not, and the consummation by the Company it of any of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate its Certificate of incorporation Incorporation or byBy-laws of the Company laws, or the comparable governing instruments of any of its Subsidiariessubsidiaries, or (B) assuming receipt of any consents and the occurrence of any events disclosed in the Grace Disclosure Letter as contemplated in the last sentence of this paragraph, a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of it, Newco or the Company Surviving Corporations or any of its Subsidiaries their respective subsidiaries (with or without the giving of notice, the lapse of time or both) pursuant to, any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation or commitment ("Contracts") binding upon the Company of it or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries subsidiaries is subject subject, or (C) any change in the rights or obligations of any party under under, or give rise to any rights of termination under, any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or changes that are disclosed in the Grace Disclosure Letter or, creation(s) or change(s) that individually is, and in the aggregate areaggregate, are not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company with respect to consummate the transactions contemplated by this AgreementGrace. Section 5.1(d) of the Company The Grace Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of all consents required under any Contracts of the Company and its Subsidiaries pursuant to which consents be obtained by it or waivers are any subsidiary or may be events required to occur prior to consummation of the transactions contemplated by this Agreement Reorganization (whether or other than consents the failure to obtain of which, individually and in the aggregate, is not subject reasonably likely to the exception set forth have a Material Adverse Effect with respect to clauses (B) and (C) aboveGrace).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3provided for in the Transaction Agreements, (B) and other than as may be required under the HSR Act and similar statutes in other countries, the Exchange Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with and state securities or "blue-sky" laws and (D) required to be made with laws, except as set forth in the NASDAQFresenius AG Disclosure Letter, no notices, reports or other filings are required to be made by the Company Fresenius AG or any subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it or any subsidiary from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and execution, delivery or performance of this each Transaction Agreement to which it is a party by the Company it or any subsidiary and the consummation by the Company it or any subsidiary of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are notany or all of which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect with respect to the FWD Business or prevent, enable any person to enjoin or prevent or materially delay or materially impair the ability consummation of the Company to consummate the transactions contemplated by this Agreementhereby and thereby. (ii) The execution, delivery and performance by Fresenius AG or any subsidiary of this each Transaction Agreement by the Company do to which it is a party does not or will not, and the consummation by the Company it of any of the Merger and the other transactions contemplated hereby thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate its Certificate of incorporation Incorporation or byBy-laws of the Company laws, or the comparable governing instruments of any of its Subsidiariessubsidiaries, or (B) assuming receipt of any consents and the occurrence of any events disclosed in the Fresenius AG Disclosure Letter as contemplated in the last sentence of this paragraph (ii), a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of it, Newco or the Company Surviving Corporations or any of its Subsidiaries their respective subsidiaries (with or without the giving of notice, the lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company provision of any Contract of it or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries subsidiaries is subject subject, or (C) any change in the rights or obligations of any party under under, or give rise to any rights of termination under, any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or changes that are disclosed in the Fresenius AG Disclosure Letter or, creation(s) or change(s) that individually is, and in the aggregate areaggregate, are not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair with respect to the ability of the Company to consummate the transactions contemplated by this AgreementFWD Business. Section 5.1(d) of the Company The Fresenius AG Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of all consents required under any Contracts of the Company and its Subsidiaries pursuant to which consents be obtained by it or waivers are any subsidiary or may be events required to occur prior to consummation of the transactions contemplated by this Agreement Reorganization (whether or other than consents the failure to obtain of which, individually and in the aggregate, is not subject reasonably likely to the exception set forth have a Material Adverse Effect with respect to clauses (B) and (C) abovethe FWD Business).

Governmental Filings. No Violations. (i) . Other than the filings and/or notices (Ai) pursuant to Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (Ciii) pursuant to comply the European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with state securities or "blue-sky" laws and the Board of Governors of the Federal Reserve System, (Dv) required to be made with the NASDAQNYSE, 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 reports, applications or other filings are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by Parent and by the Company Merger Subsidiary and the consummation by Parent and the Company Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, except those that and the failure making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair Merger and the ability of the Company to consummate the other transactions contemplated by this Agreement. (ii) The hereby, the execution, delivery and performance of this Agreement by the Company do notAgreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby hereby, does not and will not, constitute or result in 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 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 under, the certificate Constitutive Documents of incorporation Parent or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) require any change in consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the rights consent or obligations approval of any other party under to any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)such Contract.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) pursuant to the European Community Merger Control Regulation, (D) to comply with state securities or "blue-sky" laws and (DE) required to be made comply with the NASDAQany other relevant Competition Laws, no notices, reports or other filings are required to be made by the Company Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company Parent and the consummation by the Company Parent of the Merger and the other transactions contemplated herebyby this Agreement and the Stock Option Agreement, except those that the failure to make or obtain are notobtain, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect or on Parent and that to the knowledge of Parent's executive officers, as of the date hereof, would not be reasonably likely to prevent, materially delay or materially impair the Parent's ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. (ii) The execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company Parent do not, and the consummation by the Company Parent of the Merger and the other transactions contemplated hereby by this Agreement and the Stock Option Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the Parent's certificate of incorporation or by-laws of the Company bylaws or the comparable governing instruments of any of Parent or its Subsidiaries, Significant Subsidiaries or any Significant Investees or (B) subject to the approval of the issuance of the aggregate Merger Consideration by a majority of the stockholders of Parent voting thereon at the Parent Stockholders Meeting (as defined in Section 6.4(b) (the "Parent Requisite Vote"), if applicable, a breach or violation of, or a default under or give rise to a right of termination under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of the Company or any of Parent or its Subsidiaries Significant Investees (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries Significant Investees or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries Significant Investees is subject or (C) any change in the rights or obligations of any party under any of the ContractsContracts to which Parent or its Significant Investees are a party, except, in the case of clause clauses (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or on Parent and that to the knowledge of Parent's executive officers, as of the date hereof, would not be reasonably likely to prevent, materially delay or materially impair the Parent's ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) required pursuant to Section 1.32.3, (B) filings required under the HSR Act, Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") xxx filings required under the Exchange Act and (collectively, the Securities Act of 1933, as amended (the -12- 13 "Securities ActRegulatory Approvals"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQ, no notices, reports 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 the Company or any of its subsidiaries from, any governmental or regulatory authority, agency, commission, body commission or other governmental entity entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually any or in the aggregate, all of which is reasonably likely to have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries, taken as a whole (any such material adverse effect, a "Material Adverse Effect Effect"), or is reasonably likely to prevent, materially delay or materially impair the ability of the Company to consummate burden the transactions contemplated by this AgreementAgreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Offer or the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted. (ii) The executionExcept as set forth in Schedule 6.1(d)(ii), the execution and delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Certificate or the comparable governing instruments of any of its SubsidiariesCompany's bylaws, (B) a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Compensation and Benefit Plans (as defined in Section 6.1(i)) or any grant or award made under any of the foregoing, (C) a breach or violation of, a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, any provision of any agreement, lease, licensepermit, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon of the Company or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries subsidiaries is subject or (CD) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (BC) or (CD) above, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or -13- 14 changes that, creation(s) individually or change(s) that individually is, and in the aggregate areaggregate, are not reasonably likely to have a Company Material Adverse Effect or and are not reasonably likely to prevent, materially delay or materially impair the ability of the Company to consummate burden the transactions contemplated by this Agreement. Section 5.1(d) Agreement or impair the ability of Purchaser, Merger Sub, the Company or any of their respective affiliates, following consummation of the Company Disclosure Letter sets forthOffer or the Merger, to the knowledge of the officers of the Company, conduct any material business or operations in any jurisdiction where they are now being conducted. Schedule 6.1(d)(ii) sets forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant each consent required to which consents or waivers are or may be required obtained prior to consummation of the transactions contemplated by this Agreement pursuant to any material Contract of the Company or any of its subsidiaries (whether or not subject to the exception set forth with respect to clauses (B) and clause (C) above). The Company will use its best efforts to obtain the consents referred to in Schedule 6.1(d)(ii). (iii) Except as set forth in Schedule 6.1(d)(iii), there are no Contracts, arrangements or understandings between the Company or any subsidiary of the Company, on the one hand, and any director, officer, affiliate of the Company, subsidiary of the Company or any of their respective family members or affiliates, on the other hand.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.32.3 hereof, (B) under the HSR Act, the Exchange Act and the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), (C) in connection, or in compliance, with the provisions of the Exchange Act, (D) as may be required under any Environmental Law (as defined in Section 6.1(l) hereof) pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated hereby, (E) filing with, and approval of, the New York Stock Exchange, Inc. and the Commission with respect to the de-listing and de- registration of the Shares, (F) the Investment Canada Act ("ICA"), (G) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or non-U.S. changes in control laws or regulations and (H) to comply with state securities the change of control, notification, competition or other laws of jurisdictions listed in Section 6.1(d) of the Company Disclosure Letter (collectively, the "blue-sky" laws and (D) required to be made with the NASDAQRegulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental government or governmental, regulatory authority, or administrative authority or agency, commissiondomestic, body foreign or other governmental entity supranational (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by Purchaser of the Amended Offer and by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company or the Purchaser to consummate any of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger pursuant to the terms of this Agreement and the other transactions contemplated hereby will not, except as set forth in Section 6.1(d) of the Company Disclosure Letter, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation Company Charter or the by-laws of the Company or the comparable governing instruments of any of its their Subsidiaries, (B) a breach or violation of, or a default under, the vesting, creation or acceleration of any rights or obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, to any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other domestic or foreign obligation ("Contracts") binding upon of the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i6.1(i)) or governmental or non-non- governmental permit or license to which the Company or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, will not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d6.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). The Company will use its reasonable best efforts to obtain the consents referred to in the Disclosure Letter.

Governmental Filings. No Violations; Contracts. (i) Other than the filings and/or notices (A) pursuant to provided for in Section 1.32.3, (B) as required under the HSR Act, the Exchange Act and the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), (C) to comply with state securities or "blue-sky" and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act (D) required to be made with the NASDAQ"Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body commission or other governmental entity entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually any or in the aggregate, all of which would be reasonably likely to have a Company Material Adverse Effect Effect, or prevent, could prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, execution and delivery and performance of this Agreement by the Company do does not, and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation Certificate or by-laws of the Company Bylaws or the comparable governing instruments of the Company or any of its Subsidiariessubsidiaries, (Bii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon of the Company or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries subsidiaries is subject or (Civ) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (Biii) or (Civ) aboveabove for Contracts other than those for the provision of rehabilitation services or management, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or changes that, creation(s) alone or change(s) that individually is, and in the aggregate areaggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially impair delay the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d(iii) of (x) No party to any rehabilitation therapy services or management Contract with the Company Disclosure Letter sets forthor any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of the officers of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, a correct any such Contract and complete list of Contracts of (y) neither the Company and nor any of its Subsidiaries pursuant subsidiaries is a party to which consents or waivers are bound by any Contract prohibiting or may limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be required prior reasonably likely to consummation of have, individually or in the transactions contemplated by this Agreement aggregate, a Company Material Adverse Effect. (whether or not subject to the exception set forth with respect to clauses (B) and (C) abovee).

Governmental Filings. No Violations.. ------------------------------------ (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) provided for in Sections 1.1 and 2.2 and other than as required under the HSR Act, Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and the Exchange Act and the Securities Act of 1933, as amended (the "Securities ActRegulatory Filings"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQ, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authorityauthorities of the United States, agency, commission, body the several States or any other governmental entity ("Governmental Entity"), jurisdiction in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those for such filings, notices, reports, consents, registrations, approvals, permits or authorizations that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to would not have a Company Material Adverse Effect or prevent, that would not prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The executionExcept as set forth on Schedule 6.1(d) of the Disclosure Schedule, the execution and delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ax) a breach or violation of, or a default under, the certificate Certificate of incorporation Incorporation or byBy-laws Laws or comparable governing instruments of the Company or the comparable governing instruments of any of its Subsidiaries, subsidiaries or (By) a breach or violation of, or a default under, the acceleration of any obligations indebtedness or the creation of a lien, pledge, security interest or other encumbrance Lien on the assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, to any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (any of the foregoing being hereinafter referred to as a "ContractsContract") binding upon of the Company or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-non- governmental permit or license to which the Company or any of its Subsidiaries subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (Cy) above, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or Liens that, creation(s) alone or change(s) that individually is, and in the aggregate areaggregate, will not reasonably likely to have a Company Material Adverse Effect or prevent, that would not prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations.. ----------------------------------- (i) Other than the any filings and/or notices required (A) pursuant to Section 1.32.3, (B) under the HSR Act, Act and (C) the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities takeover" or "blue-blue sky" laws and (D) required to be made with the NASDAQof any state, no notices, reports notices or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the Company execution and delivery of the Stock Option Agreement by Parent and the consummation by Parent and Merger Sub of the Company of Offer and the Merger and the other transactions contemplated herebyhereby and by the Stock Option Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement, the Stock Option Agreement and the Shareholders Agreement. (ii) The execution, delivery and performance of this Agreement and the Stock Option Agreement, by Parent and Merger Sub, as the Company case may be, do not and will not, and the consummation by Parent and Merger Sub of the Company of Offer and the Merger and the other transactions contemplated hereby and by the Stock Option Agreement, will not, constitute or result in (A) a breach or violation of, or a default under, the certificate or bylaws of incorporation Parent or by-laws of the Company or the comparable governing instruments of any of its SubsidiariesMerger Sub, (B) a breach or violation of, or a default under, the acceleration of any obligations obligation or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries Merger Sub (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries Merger Sub or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries Merger Sub is subject 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings filings, notices and/or notices approvals (A) pursuant to Section 1.3, (B) under the HSR Act, (C) under the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (CD) to comply with state securities or "blue-blue sky" laws laws, (E) as may be required by the NYSE and the TSX in respect of the shares of Parent Common Stock to be issued in the Merger and the listing of the Parent Common Stock on such stock exchanges and (DF) as are required to be made with or obtained under the NASDAQCanada Business Corporations Act and Canadian securities laws, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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 Organizational Documents or, if applicable, the resolutions of incorporation or by-laws stockholders, of the Company or the comparable governing instruments of any of its SubsidiariesParent and Merger Sub, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d5.2(e) of the Company Parent Disclosure Letter Schedule sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company Parent and its Subsidiaries (other than Contracts terminable upon sixty or fewer days' notice) pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (ia) Other than the filings filings, permits, authorizations, consents, approvals and/or notices (A) pursuant to Section 1.3or required by (i) Xxxx-Xxxxx-Xxxxxx, (B) under the HSR ii)the Exchange Act, the Exchange Act and the Securities Act of 1933, as amended (the "iii)the Securities Act"), (C) to comply with state iv)state securities or "blue-sky" laws, (v)the insurance laws and regulations of the state of New York and Maryland, and (Dvi) required the NYSE, and except as may result from any facts or circumstances relating solely to be made with the NASDAQ, no notices, reports Purchaser or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity")its affiliates, in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and issuance of the other transactions contemplated herebyShares, there are no filings, authorizations, consents, approvals or notices required with or by any Court, administrative agency, commission, government or regulatory authority, domestic or foreign, except those that the failure to make or obtain are will not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. (iib) The Subject to compliance with the filings described in Section 5.7(a), the execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger and issuance of the other transactions contemplated hereby Shares will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (Bii) a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law Subsidiaries, (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (Ciii) any change in the rights or obligations of any party under any of the those Contracts, except, in (iv) the case of clause (B) or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers impairment of the Company, a correct and complete list 's or any of Contracts of the Company's Subsidiaries' business or adversely affect any licenses or approvals necessary to enable the Company and its Subsidiaries pursuant to which consents carry on their business as presently conducted, except for any conflict, breach, violation, default, acceleration, declaration, imposition or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or impairment that would not subject to the exception set forth with respect to clauses (B) and (C) above)have a Material Adverse Effect.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) the filings pursuant to Section 1.31.3 and Section 6.8, (B) the notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), (C) the filings and/or notice to comply with state securities or "blue-sky" laws (such filings and/or notices of the Company being the "Company Required Consents" and (D) required to be made with of Keystone being the NASDAQ"Keystone Required Consents"), no notices, reports or other filings are required to be made by the Company it to or with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on it or to prevent, materially delay or materially impair its ability to effect, the ability consummation by it of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. (ii) The execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company it do not, and the consummation by the Company it of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the its certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its "Significant Subsidiaries", as such term is defined in Rule 1.02(w) of Regulation S-X promulgated under the Exchange Act, (B) a material breach or material violation of, or a material default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company it or any of its Subsidiaries or any Law (as defined in Section 5.1(i5.1(h)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the its Contracts, exceptexcept for any breach, violation, default, acceleration, creation or change that, individually or in the case of clause (B) or (C) aboveaggregate, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, is not reasonably likely to have a Company Material Adverse Effect on it or to prevent, materially delay or materially impair its ability to effect, the ability consummation by it of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. Section 5.1(d) of the The Company Disclosure Letter sets forthLetter, with respect to the knowledge of the officers of the Company, and the Keystone Disclosure Letter, with respect to Keystone, sets forth a correct and complete list of all Contracts of the Company it and its Subsidiaries required to be filed as material contract exhibits under the Exchange Act and pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Stock Option Agreement.

Governmental Filings. No Violations; Certain Contracts. (i) Other than the filings filings, notices and/or notices approvals (A) pursuant to Section 1.3, (B) under the HSR Act, (C) under the Exchange Act and the Securities Act of 1933, as amended (the "“Securities Act"”), (CD) to comply with state securities or "“blue-sky" laws and ” laws, (DE) required to be made with the NASDAQNew York Stock Exchange, Inc. (“NYSE”) and (F) required and customary filings pursuant to any state environmental transfer statutes including, without limitation, the New Jersey Industrial Site Recovery Act N.J.S.A. 13:1K-6 et seq. and the Connecticut Transfer Act, C.G.S. 22a-134a et seq., no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("“Governmental Entity"”), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company 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 of incorporation or by-laws Organizational Documents of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("“Contracts"”) binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter Schedule sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of (i) any of the top fifty customer Contracts of the Company based upon five months revenues prior to January 1, 2002 and (ii) any real property leases of the Company and its Subsidiaries for more than 20,000 square feet of space, in each case, pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.32.3 hereof, (B) under the HSR Act, the Exchange Act and the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), (C) in connection, or in compliance, with the provisions of the Exchange Act, (D) as may be required under any Environmental Law (as defined in Section 6.1(l) hereof) pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated hereby, (E) filing with, and approval of, the New York Stock Exchange, Inc. and the Commission with respect to the de-listing and de- registration of the Shares, (F) the Investment Canada Act ("ICA"), (G) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or non-U.S. changes in control laws or regulations and (H) to comply with state securities the change of control, notification, competition or other laws of jurisdictions listed in Section 6.1(d) of the Company Disclosure Letter (collectively, the "blue-sky" laws and (D) required to be made with the NASDAQRegulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental government or governmental, regulatory authority, or administrative authority or agency, commissiondomestic, body foreign or other governmental entity supranational (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and 15 the consummation by Purchaser of the Amended Offer and by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company or the Purchaser to consummate any of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger pursuant to the terms of this Agreement and the other transactions contemplated hereby will not, except as set forth in Section 6.1(d) of the Company Disclosure Letter, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation Company Charter or the by-laws of the Company or the comparable governing instruments of any of its their Subsidiaries, (B) a breach or violation of, or a default under, the vesting, creation or acceleration of any rights or obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, to any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other domestic or foreign obligation ("Contracts") binding upon of the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i6.1(i)) or governmental or non-non- governmental permit or license to which the Company or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, will not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d6.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). The Company will use its reasonable best efforts to obtain the consents referred to in the Disclosure Letter.

Governmental Filings. No Violations. . Other than those (i) Other than the filings and/or notices (A) pursuant to Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (Ciii) pursuant to comply with state securities or "blue-sky" laws and the European Community Merger Control Regulation, (Div) 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 NASDAQCompany's Disclosure Schedule, no notices, reports 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 the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. Subject, except those that the failure to make or obtain are not, individually or in the aggregatecase of clause (A) below, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of 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 consummate the Merger and the other transactions contemplated by this Agreement. hereby, (iiA) The the execution, delivery and performance by the Company of this Agreement by the Company do not, and the consummation by the Company 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 of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, and (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 execution and delivery of the GE Amendment and the Yasuda Amendment, and the performance by the Company or any of its Subsidiaries (with or without noticeobligations thereunder, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, do not and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).will

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3Sections 1.4 and 1.5, (B) under pursuant to the HSR Act, (C) pursuant to the Exchange Act, (D) pursuant to Environmxxxxx Xxxx, xxxxxxxxx xxx Xxx Xxxxxx Xxxxxxxxxl Site Recovery Act and the Securities Act of 1933, as amended (the "Securities Connecticut Property Transfer Act"), (CE) pursuant to comply with state securities the European Community Merger Control Regulation, or "blue-sky" laws and (DF) required to be made with any Governmental Entity in any jurisdiction outside the NASDAQUnited States, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and delivery of this Agreement by the Company and Company, the consummation by CPI of the CPI Merger or the consummation by the Company of the Company Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Company Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement and the Memorandum of Understanding by the Company do not, and the consummation by the Company of the Company 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 of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, or (B) a breach or violation of, or a default under, the a termination (or right of termination), amendment (or right of amendment), cancellation (or right of cancellation) or acceleration of any obligations obligations, or a loss of a material benefit under, or the creation of a lien, liability, pledge, security interest interest, Claim or other similar encumbrance on or the loss of any assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contract binding upon the Company or any of its Subsidiaries or, assuming compliance with the DGCL and all Laws requiring the filings and or notices described in Section 5.1(d)(i), any Law (as defined in Section 5.1(i5.2(j)) or governmental or non-governmental permit permit, concession, franchise or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (C) above, for any breach(esbreach, violation, default, termination (or right of termination), violation(samendment (or right of amendment), default(s), acceleration(s), creation(scancellation (or right of cancellation) or change(s) that acceleration, creation, change or loss that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Effect.

Governmental Filings. No Violations. (i) . Other than the filings and/or notices (A) pursuant to contemplated by Section 1.3, (B) such reports under the HSR Act, the Exchange Act as may be required in connection with this Agreement and the Securities Act of 1933transactions contemplated by this Agreement, as amended (the "Securities Act"), and (C) to comply with state securities or "blue-sky" laws and (D) otherwise required to be made by Parent, or Merger Sub under applicable state securities or blue sky laws or the rules and regulations of the American Stock Exchange in connection with the NASDAQMerger or any of the transactions contemplated by this Agreement, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect prevent or prevent, materially delay Parent's or materially impair the Merger Sub's ability of the Company to consummate the transactions contemplated by this Agreement. (ii) . The execution, delivery and performance of this Agreement by the Company do does not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default (with or without notice, lapse of time or both) under, the either Parent's or Merger Sub's certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiariesbylaws, (B) (with or without notice, lapse of time or both) a breach or violation of, or a default under, the acceleration of any obligations under, or the creation of a lien, pledge, security interest or other encumbrance on the any assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) Merger Sub pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contract that is binding upon the Company Parent or any of its Subsidiaries Merger Sub or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries Merger Sub is subject or (C) any change in the rights or obligations of any party under any of the Parent's or Merger Sub's Contracts, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect prevent or prevent, materially delay or materially impair the its ability of the Company to consummate the Merger or any of the other transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.32.3, (B) under the HSR Act, pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) pursuant to comply with state securities or "blue-sky" laws any Environmental Laws, and (D) required to be made with any Governmental Entity in any jurisdiction outside the NASDAQUnited States, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent or Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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 of incorporation or by-laws bylaws of the Company Parent or the comparable governing instruments of any of its Subsidiaries, or (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No ViolationsViolations -----------------------------------. (ia) Other than the filings and/or notices (A) pursuant to provided for in Section 1.31.2, (B) and filings required under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx"), xxd the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Securities Exchange Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQother than as contemplated by Section 3.5(c), no notices, reports or other filings are required to be made by the Company or any Subsidiary of the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any Subsidiary of the Company from, any governmental or regulatory authority, agency, commissioncourt, body commission or other governmental entity similar entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure of which to make or obtain are not, individually or in the aggregate, reasonably likely to have would constitute a Company Material Adverse Effect or prevent, materially delay or materially impair with respect to the ability of the Company to consummate the transactions contemplated by this AgreementCompany. (iib) The execution, execution and delivery and performance of this Agreement and each Ancillary Document by the Company do does not, and the consummation by the Company it of any of the Merger and the other transactions contemplated hereby or thereby will not, constitute or result in (Ai) a breach or violation of, or a default (or an event which with notice or lapse of time or both would become a default) under, the certificate its Restated Articles of incorporation Incorporation or by-laws of the Company its Bylaws, each as amended, or the comparable governing instruments documents of any Subsidiary of its Subsidiariesthe Company, (Bii) a breach or violation of, or a default (or an event which with notice or lapse of time or both would become a default) under, the acceleration creation of any obligations payment or other material obligation pursuant to, or a right to terminate, amend or cancel, or accelerate vesting under, any of its existing Benefit Plans referred to in Section 3.19 or any grant or award made thereunder, (iii) a breach or violation of, a default (or an event which with notice or lapse of time or both would become a default) under, a right to terminate, amend, cancel or accelerate, or the creation of a lien, pledge, security interest or other encumbrance Lien on the any assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon of the Company or any of its Subsidiaries ("Company Agreements") or any Law (as defined in Section 5.1(i)) law, statute, rule, ordinance or regulation or judgment, decree, order, award, injunction or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or by which the Company or any of its Subsidiaries or any of their property is bound or affected, or (Civ) any change in the rights or obligations of any party under any of the Contracts, Company Agreements except, in the case of clause clauses (Biii) or (Civ) above, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s), creation(s) accelerations or change(s) changes that individually is, and in the aggregate are, would not reasonably likely to have constitute a Company Material Adverse Effect or prevent, materially delay or materially impair with respect to the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(dCompany. (c) of the The Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct true and complete list of Contracts all notices, permits, approvals, consents, qualifications, waivers or other actions of third parties under any material Company Agreement, any Labor Agreement, any Employment Agreement or any material Company Approval, each as defined in this Agreement, or under any other material third-party franchise, license or permit, which the Company or any Subsidiary of the Company is required to give or obtain in connection with the execution and its Subsidiaries pursuant to which consents delivery of this Agreement by the Company or waivers are or may be required prior to the consummation by the Company of any of the transactions contemplated by this Agreement (whether hereby or not subject to the exception set forth with respect to clauses (B) and (C) above)thereby.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.31.2, (B) with the Delaware Secretary of State, (C) under the HSR Act, the Exchange Act and the Securities Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 19331976, as amended (the "Securities HSR Act")) and the Exchange Act, (CD) to comply with state securities or "blue-blue sky" laws and (DE) required to be made with the NASDAQNational Association of Securities Dealers (the "NASD"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company from, from 8 14 any court or other governmental or regulatory authority, agency, commission, body or other governmental entity (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, of or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance any Lien on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement indenture or other obligation (a "ContractsContract") binding upon the Company or any of its Subsidiaries or any order, writ, injunction, decree of any court or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the ContractsContract, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section Except as set forth on Schedule 5.1(d) of the Company Disclosure Letter sets forth), to the knowledge of the officers of the Company, a correct and complete list of there are no Contracts of the Company or its Subsidiaries which are material to the Company and its Subsidiaries Subsidiaries, taken as a whole, pursuant to which consents or waivers are or may be required prior to consummation of the Offer or the Merger and the other transactions contemplated by this Agreement Agreement. (whether or not subject to the exception set forth with respect to clauses (B) and (C) abovee).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Exchange Act") and the Securities Act"), (CB) to comply with state securities or "blue-sky" laws laws, (such filings and/or notices of STI being the "STI Required Consents" and (D) required to be made with of the NASDAQCompany being the "Company Required Consents"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions trans actions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company and the Company Stockholders do not, and the consummation by the Company 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 Company's certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiarieslaws, (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 Company's assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Company's Contracts, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect on the Company or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the The Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of the Company's Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or waivers is not subject reasonably likely to have a Material Adverse Effect on it or prevent or materially impair its ability to consummate the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (C) to comply with state securities or "blue-blue sky" laws and laws, (D) required to be made with NASDAQ and (E) filings required by the NASDAQCompanies Act and the rules and regulations of the London Stock Exchange, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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 of incorporation or by-laws of the Company Parent and Merger Sub or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations.. ----------------------------------- (i1) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (C) pursuant to the European Community Merger Control Regulation, (D) to comply with state securities or "blue-sky" laws and (DE) required to be made comply with any other relevant Competition Laws (including such laws in Canada and, if necessary, Japan) (such filings and/or notices of the NASDAQCompany being the "Company Required Consents"), no notices, reports or other ------------------------- filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and ------------------- delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or on the Company and prevent, materially delay or materially impair the Company's ability of the Company to consummate the transactions contemplated by this Agreement. (ii2) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the Company's certificate of incorporation or by-laws of the Company bylaws or the comparable governing instruments of any of its Subsidiariesthe Company's Significant Investees or, (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 its assets or the assets of the Company or any of its Subsidiaries the Company's Significant Investees (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (whether oral or written) ("Contracts") binding upon the Company or any of its Subsidiaries --------- Significant Investees or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries Significant Investees is subject or (C) any change in the rights or obligations of any party under any of Contracts to which the ContractsCompany or its Significant Investees are a party, except, in the case of clause clauses (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or on the Company and prevent, materially delay or materially impair the Company's ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the The Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company and its Subsidiaries Significant Investees pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or not subject waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the exception set forth with respect Company and is not, individually or in the aggregate, reasonably likely to clauses (B) and (C) above)prevent or materially impair the Company's ability to consummate the transactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.31.2, (B) with the Delaware Secretary of State, (C) under the HSR Act, the Exchange Act and the Securities Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 19331976, as amended (the "Securities HSR Act")) and the Exchange Act, (CD) to comply with state securities or "blue-blue sky" laws and (DE) required to be made with the NASDAQNational Association of Securities Dealers (the "NASD"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations (collectively, "Government Consents") required to be obtained by the Company from, from any court or other governmental or regulatory authority, agency, commission, body or other governmental entity (a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do does not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, of or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance any Lien on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement indenture or other obligation (a "ContractsContract") binding upon the Company or any of its Subsidiaries or any order, writ, injunction, decree of any court or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or 9 15 license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the ContractsContract, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section Except as set forth on Schedule 5.1(d) of the Company Disclosure Letter sets forth), to the knowledge of the officers of the Company, a correct and complete list of there are no Contracts of the Company or its Subsidiaries which are material to the Company and its Subsidiaries Subsidiaries, taken as a whole, pursuant to which consents or waivers are or may be required prior to consummation of the Offer or the Merger and the other transactions contemplated by this Agreement Agreement. (whether or not subject to the exception set forth with respect to clauses (B) and (C) abovee).

Governmental Filings. No Violations. (i) Other than the filings and/or notices Approvals and Permits required to be obtained or made (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and under any applicable Foreign Antitrust Laws, (D) required to be made with under the NASDAQExon-Xxxxxx Amendment and the regulations promulgated thereunder and (E) under ITAR, no notices, reports Approvals or other filings Permits are required to be obtained or made by the Company with, nor are Parent or Merger Sub from or with any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to obtain or make or obtain are would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair material adverse effect on the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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 of incorporation or by-laws bylaws of the Company Parent or the comparable governing instruments of any of its SubsidiariesMerger Sub, (B) subject to compliance with the requirements described in Section 5.2(c)(i), a violation of any Law applicable to Parent or Merger Sub or (C) a breach or violation of, a termination (or right of termination) or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance an Encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") material Contract binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause clauses (B) or and (C) above, for any breach(es)breach, violation(s)violation, default(s)termination, acceleration(s)default, creation(s) acceleration or change(s) that creation that, individually is, and or in the aggregate areaggregate, would not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair material adverse effect on the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d5.2(c)(ii) of the Company Parent Disclosure Letter sets forth, to the knowledge of the officers of the CompanyParent, a correct and complete list of material Contracts of the Company Parent and its Subsidiaries pursuant to which consents or waivers Approvals are or may be required prior to consummation of the transactions contemplated by this Agreement, except those the failure of which to obtain would not have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. The term "knowledge" when used in this Agreement (whether or not subject to the exception set forth with respect to clauses (B) Parent shall mean the actual knowledge of Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxx and (C) above)Xxxx Xxxxxxxx.

Governmental Filings. No Violations. (i) Other than the filings necessary filings, notices and/or notices approvals (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and laws, (D) required if any, of the Federal Communications Commission ("FCC") pursuant to be made with the NASDAQCommunications Act of 1934, as amended, (E) if any, of the local, state and foreign public utility commissions or similar local, state or foreign regulatory bodies (each a "PUC") and the local, state and foreign Governmental Entities (as defined below) identified in it respective Disclosure Letter pursuant to applicable local, state or foreign laws regulating the telephone, mobile cellular, paging, cable television or other telecommunications business ("Utilities Laws") and (F) if any, of the foreign regulatory bodies identified in its Disclosure Letter pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade (such filings, notices and/or approvals of SBC being the "SBC Required Consents" and of the Company being the "Company Required Consents"), no noticesfilings, notices and/or reports or other filings are required to be made by the Company it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it from, any governmental or regulatory authority, court, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company it do not, and the consummation by the Company it 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 its certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Significant 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 its assets or the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company it or any of its Subsidiaries or, assuming the filings, notices and/or approvals referred to in Section 5.1(d)(i) are made or obtained, any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the its Contracts, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect on it or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the The Company Disclosure Letter sets forthLetter, with respect to the knowledge of the officers of the Company, and the SBC Disclosure Letter, with respect to SBC, sets forth a correct and complete list of Contracts of the Company it and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or not subject waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on it or prevent or materially impair its ability to consummate the exception set forth with respect to clauses (B) and (C) above)transactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) as may be required under the HSR Act and similar statutes in other countries, the Exchange Act, the Exchange Act Securi- ties Act, and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQlaws, no notices, reports or other filings are required to be made by the Company Sealed Air or any of its subsidiaries with, nor are any consents, registrationsregis- trations, approvals, permits or authorizations required to be obtained by the Company it or any such subsidiary from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Govern- mental Entity in connection with the execution and execution, delivery or performance of this each Transaction Agreement by the Company to which Sealed Air is a party and the consummation by the Company Sealed Air of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are ex- cept for such matters as would not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect with respect to Sealed Air or prevent, prevent or materially delay or materially impair the ability enable any person to enjoin consummation of the Company to consummate the transactions contemplated by this Agreementcontem- plated hereby and thereby. (ii) The execution, delivery and performance by Sealed Air of this each Transaction Agreement by the Company do to which it is a party does not or will not, and the consummation by the Company it of any of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (with or without the giving of notice, the lapse of time or both) (A) a breach or violation of, or a default under, the certificate its Certificate of incorporation Incorporation or byBy-laws of the Company laws, or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, or an acceleration or termination of or change in the acceleration rights or obligations of any obligations party under, or the creation of a lien, pledge, security interest or other encumbrance on the any assets pursuant to, any provision of the Company any Contracts of it or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company subsidiaries or any of its Subsidiaries law, rule, ordinance or any Law (as defined in Section 5.1(i)) regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company it or any of its Subsidiaries subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (C) above, for any breach(es)such breach- es, violation(s)violations, default(s)defaults, acceleration(s)accelerations or changes that are disclosed in the Sealed Air Disclosure Letter or, creation(s) or change(s) that -25- individually is, and in the aggregate areaggregate, are not reasonably likely to have a Company Material Adverse Effect with respect to Sealed Air or prevent, prevent or materially delay or materially impair the ability of the Company enable any person to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to enjoin consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Reorganization.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.31.1, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-blue sky" laws, (C) to register the ASA Shares under Federal and state securities laws and (D) required to be made with the NASD or NASDAQ, no notices, reports or other filings are required to be made by the Company Parent or the Purchaser with, nor are any consents, registrations, approvals, permits or authorizations Government Consents required to be obtained by the Company Parent or the Purchaser from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and the Purchaser, and the consummation by the Company Parent and the Purchaser of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or the Purchaser to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and the Purchaser do not, and the consummation by the Company Parent and the Purchaser 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 of incorporation or by-laws bylaws of the Company Parent or the comparable governing instruments of any of its SubsidiariesPurchaser, (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 any Lien on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contract binding upon the Company Parent or any of its Subsidiaries or any order, writ, injunction, decree of any court or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssuch Contract, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or the Purchaser to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (CB) to comply with state securities or "blue-blue sky" laws and laws, (DC) required to be made with Nasdaq and (D) other filings listed in the NASDAQProtection One Disclosure Letter, no notices, reports or other filings are required to be made by the Company Protection One with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Protection One from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company Protection One and the consummation by the Company Protection One of the Merger Share Issuance and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Protection One Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement and the Stock Option Agreement. (ii) The Subject to the approvals, amendments, filings, notices, reports, consents and authorizations referred to in Section 2.2(c) and paragraph (i) of this Section 2.2(d), the execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company do Protection One does not, and the consummation by the Company Protection One of the Merger Share Issuance and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Protection One or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of any law, rule, regulation, order, judgement or decree applicable to Protection One or any of its Subsidiaries or by which any of their respective properties or assets is bound or affected, or (C) a breach or violation of, or a default under, result in the acceleration loss of any obligations material benefit under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien, pledge, security interest or other encumbrance Lien on the assets of the Company Protection One or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement Contracts to which Protection One or other obligation ("Contracts") binding upon the Company any of its Subsidiaries is a party or by which Protection One or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) of their respective properties or governmental assets is bound or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractsaffected, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Protection One Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement or the Stock Option Agreement. Section 5.1(d2.1(d) of the Company Protection One Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of Protection One and the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception exemption set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the any filings and/or notices required (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-blue sky" laws laws, and (D) such filings or consents, registrations, approvals, permits or authorizations as may be required to be made with under the NASDAQcompetition or antitrust laws of jurisdictions outside the United States, no notices, reports notices or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementAgreement and the Stock Option Agreement or materially impair the ability of the Company, the Surviving Corporation, Parent or any of their respective affiliates, following consummation of the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted. (ii) The Except as set forth in Schedule 5.1(d)(ii), the execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company do not and will not, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement indenture or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject subject, or (C) 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or Effect, prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of Agreement and the Company Disclosure Letter sets forth, to Stock Option Agreement or materially impair the knowledge of the officers ability of the Company, the Surviving Corporation, Parent or any of their respective affiliates, following consummation of the Merger, to conduct any material business or operations in any jurisdiction where they are now being conducted. Schedule 5.1(d)(ii) sets forth a correct and complete list of Contracts of the Company all consents and its Subsidiaries pursuant to waivers which consents or waivers are or may be required prior to in connection with the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement (whether or not subject to the exception set forth with respect to clauses clause (B) and or (C) above)) under Contracts to which the Company or any of its Subsidiaries is a party, other than any consent or waiver (other than consents or waivers pursuant to Contracts relating to indebtedness, securities or the guarantee thereof) the failure to obtain which is not reasonably likely to materially affect the business or operations of the Company and its Subsidiaries.

Governmental Filings. No Violations; Etc. (i) Other than the filings filings, approvals and/or notices (A) pursuant to Section 1.3, (B) under the HSR ActAct or under any other applicable antitrust, the Exchange Act and the Securities Act of 1933competition or premerger notification, as amended trade regulation Law, regulation or Order (the "Securities ActPARENT APPROVALS"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQ, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution execution, delivery and delivery performance of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably likely be expected to have a Company Material Adverse Effect prevent or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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 of incorporation or by-laws of the Company Parent or Merger Sub or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Parent or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) Laws or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject subject; or (C) any change in the rights or obligations of any party under any of the such Contracts, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)termination, acceleration(s)default, creation(s) creation, acceleration or change(s) change that would not, individually is, and or in the aggregate areaggregate, not reasonably likely be expected to have a Company Material Adverse Effect prevent or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3Sections 1.4 and 1.5, (B) under pursuant to the HSR ActXXX Xxx, (X) xxxxxxxx xx xxx Xxxxxxxx Xxx, (X) pursuant to Environmental Laws, including the Exchange New Jersey Industrial Site Recovery Act and the Securities Act of 1933, as amended (the "Securities Connecticut Property Transfer Act"), (CE) pursuant to comply with state securities the European Community Merger Control Regulation, or "blue-sky" laws and (DF) required to be made with any Governmental Entity in any jurisdiction outside the NASDAQUnited States, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and delivery of this Agreement by the Company and Company, the consummation by CPI of the CPI Merger or the consummation by the Company of the Company Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Company Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement and the Memorandum of Understanding by the Company do not, and the consummation by the Company of the Company 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 of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, or (B) a breach or violation of, or a default under, the a termination (or right of termination), amendment (or right of amendment), cancellation (or right of cancellation) or acceleration of any obligations obligations, or a loss of a material benefit under, or the creation of a lien, liability, pledge, security interest interest, Claim or other similar encumbrance on or the loss of any assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contract binding upon the Company or any of its Subsidiaries or, assuming compliance with the DGCL and all Laws requiring the filings and or notices described in Section 5.1(d)(i), any Law (as defined in Section 5.1(i5.2(j)) or governmental or non-governmental permit permit, concession, franchise or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (C) above, for any breach(esbreach, violation, default, termination (or right of termination), violation(samendment (or right of amendment), default(s), acceleration(s), creation(scancellation (or right of cancellation) or change(s) that acceleration, creation, change or loss that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Effect.

Governmental Filings. No Violations. (i) Other than the filings and/or notices filings, notices, consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) required under any Health Benefit Law, (D) to comply with state securities or "blue-sky" laws and laws, or (DE) required to be made with the NASDAQNew York Stock Exchange, Inc. ("NYSE"), no notices, reports or other filings are required to be made by the Company Parent or Merger Subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Subsidiary from, any governmental Governmental Entity or regulatory authority, agency, commission, body or any other governmental entity ("Governmental Entity")Person, in connection with the execution and delivery of this Agreement by the Company Parent and Merger Subsidiary and the consummation by the Company Parent and Merger Subsidiary of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Subsidiary do not, and the consummation by the Company Parent and Merger Subsidiary 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 articles of incorporation or by-laws of the Company Parent and Merger Subsidiary or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the or acceleration of any obligations under, or the termination of, or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance Lien on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law of their respective assets, or (assuming, as defined to consummation, the filings and notices are made, and approvals are obtained, as referred to in Section 5.1(i5.2(e)(i)) or governmental or non-governmental permit or license any applicable Law to which the Company Parent or any of its Subsidiaries or any of their respective assets 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) termination, creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Subsidiary to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.32.3, (B) under the HSR Act, pursuant to the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), or (C) to comply with state securities or "blue-sky" laws and (D) required to be made with any Governmental Entity in any jurisdiction outside the NASDAQUnited States, including Ecuador and listed in Section 5.1(d) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and delivery of this Agreement by the Company and Company, the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement and the other Company Closing Documents by the Company and certain holders of Company Common Shares do not, and the consummation by the Company 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 of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, or (B) a breach or violation of, or a default under, the acceleration or alteration of any obligations of or the creation of a lien, pledge, security interest interest, claim or other similar encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, licensesublease, contract, note, mortgage, indenture, arrangement or other obligation not otherwise terminable by the other party thereto on 90 days' or less notice ("ContractsContract") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractssubject, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or that would prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) . Other than the filings and/or notices (Ai) pursuant to Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (Ciii) pursuant to comply the European Community Merger Control Regulation, (iv) required to be made pursuant to state insurance or banking regulations or with state securities or "blue-sky" laws and the Board of Governors of the Federal Reserve System, (Dv) required to be made with the NASDAQNYSE, 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 reports, applications or other filings are required to be made by the Company Parent or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by -38- 43 Parent and by the Company Merger Subsidiary and the consummation by Parent and the Company Merger Subsidiary of the Merger and the other transactions contemplated hereby. Subject to obtaining the Parent Requisite Vote, except those that and the failure making or obtaining of all filings, notices, applications, consents, registrations, approvals, permits or authorizations with or of any relevant Governmental Authority with respect to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair Merger and the ability of the Company to consummate the other transactions contemplated by this Agreement. (ii) The hereby, the execution, delivery and performance of this Agreement by the Company do notAgreement, and the consummation by the Company of the Merger and the other transactions contemplated hereby hereby, does not and will not, constitute or result in 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 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 under, the certificate Constitutive Documents of incorporation Parent or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) require any change in consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, or the rights consent or obligations approval of any other party under to any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)such Contract.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.32.3, (B) under the HSR Act, the Exchange Act and and/or the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQNYSE, (D) typically made with a Governmental Entity having jurisdiction over the ownership or operation of the Company's assets in connection with transactions contemplated under this Agreement, including, without limitation, the United States Minerals Management Service and (E) any filings and/or notices required to be made by the BPA Companies, no notices, reports 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 the Company or any of its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company 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 of incorporation or by-laws bylaws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, or the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contract binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-non- governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the ContractsContracts to which the Company or any of its Subsidiaries is a party, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Effect.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3the FBCA, (B) under the HSR Act, the Exchange Act and the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), and (C) to comply with state securities or under the Securities Exchange Act of 1934 (the "blue-sky" laws and (D) required to be made with the NASDAQExchange Act"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity (each a "Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company 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, either the certificate articles of incorporation of the Company or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) change that individually is, and in the aggregate are, would not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. . Other than those (i) Other than the filings and/or notices (A) pursuant to Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (Ciii) pursuant to comply with state securities or "blue-sky" laws and the European Community Merger Control Regulation, (Div) 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 NASDAQCompany's Disclosure Schedule, no notices, reports 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 the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. Subject, except those that the failure to make or obtain are not, individually or in the aggregatecase of clause (A) below, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of 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 consummate the Merger and the other transactions contemplated by this Agreement. hereby, (iiA) The the execution, delivery and performance by the Company of this Agreement by the Company do not, 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 notnot (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 Company's Subsidiaries or its or their properties is subject or bound or (2) constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets Constitutive Documents of the Company or any of its Subsidiaries or (with 3) require any consent or without noticeapproval under any such law, lapse of time or both) pursuant torule, any agreementregulation, leasejudgment, licensedecree, contractorder, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which or the Company consent or any of its Subsidiaries is subject or (C) any change in the rights or obligations approval of any other party under to any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)such Contract.

Governmental Filings. No Violations. . Other than those (i) Other than the filings and/or notices (A) pursuant referred to in Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (Diii) required to be made with Self-Regulatory Organizations and Governmental Authorities regulating brokers, dealers, investment advisers, investment companies, banks, trust companies and insurance companies, (iv) required to be made pursuant to state insurance or banking and trust company regulations, including Section 383:9-h of the NASDAQNew Hampshire Revised Statutes and (v) such other filings and/or notices set forth in the Company's Disclosure Schedule, no notices, reports 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 the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), 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 herebyhereby and thereby. Subject, except those that the failure to make or obtain are not, individually or in the aggregatecase of clause (A) below, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of 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 consummate the Merger and the other transactions contemplated hereby and by this the Stock Option Agreement. (ii) The , the execution, delivery and performance by the Company of this Agreement by and the Company do not, Stock Option Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby do not and will not, constitute or result in 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 Company's Subsidiaries or its or their properties is subject or bound or (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets Constitutive Documents of the Company or any of its Subsidiaries or (with C) require any consent or without noticeapproval under any such law, lapse of time or both) pursuant torule, any agreementregulation, leasejudgment, licensedecree, contractorder, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which or the Company consent or any of its Subsidiaries is subject or (C) any change in the rights or obligations approval of any other party under to any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)such Contract.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, (B) the Exchange necessary notices and, if any, approvals of the FCC pursuant to the Communications Act and or the Securities Act of 1933, as amended (the "Securities Act")FCC Rules, (C) the necessary notices and necessary approvals, if any, of the state and foreign public utility commissions or similar state or foreign regulatory bodies (each a "PUC") identified in the SBC Disclosure Letter pursuant to comply applicable state or foreign laws regulating CMRS (together with state securities or the FCC Rules and the FAA Rules, "blue-sky" laws Utilities Laws") and (D) required to be made with the NASDAQnecessary notices and approvals of foreign Governmental Entities identified in the SBC Disclosure Letter (such filings and/or notices being the "SBC Required Consents"), no notices, reports or other filings are required to be made by the Company it or its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company it or its Subsidiaries from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company it and the consummation by the Company it of the Merger and SBC Contribution or the other transactions contemplated SBC Additional Closings hereby, except those that the failure to make or obtain are would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect on the SBC Companies or prevent, materially delay or materially impair the its ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company it do not, and the consummation by the Company it 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 its certificate of incorporation or by-laws of the Company or the comparable governing instruments certificate of incorporation, by-laws or other organizational documents, including partnership agreements and limited liability company agreements, of any of its Subsidiaries, the SBC Companies (B) a breach or violation of, or a default under, the acceleration certificate of incorporation or other organizational documents, including partnership agreements and limited liability company agreements, of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets Subsidiaries of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).SBC Companies

Governmental Filings. No Violations. . Other than those (i) Other than the filings and/or notices (A) pursuant to Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (Ciii) pursuant to comply with state securities or "blue-sky" laws and the European Community Merger Control Regulation, (Div) 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 NASDAQCompany's Disclosure Schedule, no notices, reports 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 the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. Subject, except those that the failure to make or obtain are not, individually or in the aggregatecase of clause (A) below, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of 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 consummate the Merger and the other transactions contemplated by this Agreement. hereby, (iiA) The the execution, delivery and performance by the Company of this Agreement by the Company do not, 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, not (1) constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company cause or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, allow the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries Lien (with or without the giving of notice, lapse passage of time or both) pursuant to, any agreementlaw, lease, license, contract, note, mortgage, indenture, arrangement rule or other obligation ("Contracts") binding upon the Company regulation or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or judgment, decree, order, governmental or non-governmental permit or license to which the Company license, or any of its 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 any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).any

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQ----------------------------------- Regulatory Filings, no notices, reports or other filings are required to be made by the Company Purchaser and Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Purchaser and Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Entity in connection with the execution and delivery of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby by Purchaser and Merger Sub, except those that the failure to make or obtain are not, individually any or in the aggregate, reasonably likely to all of which would have a Company Material Adverse Effect or prevent, materially delay or materially impair material adverse effect on the ability of the Company Purchaser or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, execution and delivery and performance of this Agreement by the Company do Purchaser and Merger Sub does not, and the consummation by the Company 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 Articles of incorporation Incorporation or byBy-laws Laws of the Company Purchaser or the comparable governing instruments of any of its SubsidiariesMerger Sub, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement provision of any Contract of Purchaser or other obligation ("Contracts") binding upon the Company Merger Sub or any of its Subsidiaries law, rule, ordinance or any Law (as defined in Section 5.1(i)) regulation or judgment, decree, order, award or governmental or non-governmental nongovernmental permit or license to which the Company Purchaser or any of its Subsidiaries Merger Sub 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 any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant Contract to which consents Purchaser or waivers are Merger Sub is a party or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)is subject.

Governmental Filings. No Violations. . Other than those (i) Other than the filings and/or notices (A) pursuant to Section 1.32.02, (Bii) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (Ciii) pursuant to comply with state securities or "blue-sky" laws and the European Community Merger Control Regulation, (Div) 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 NASDAQ18 22 Company's Disclosure Schedule, no notices, reports 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 the Company any of them from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), Authority in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby. Subject, except those that the failure to make or obtain are not, individually or in the aggregatecase of clause (A) below, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of 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 consummate the Merger and the other transactions contemplated by this Agreement. hereby, (iiA) The the execution, delivery and performance by the Company of this Agreement by the Company do not, 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 notnot (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 Company's Subsidiaries or its or their properties is subject or bound or (2) constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets Constitutive Documents of the Company or any of its Subsidiaries or (with 3) require any consent or without noticeapproval under any such law, lapse of time or both) pursuant torule, any agreementregulation, leasejudgment, licensedecree, contractorder, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which or the Company consent or any of its Subsidiaries is subject or (C) any change in the rights or obligations approval of any other party under to any of the Contracts, except, in the case of clause (B) or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)such Contract.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933Exchange Act, as amended (the "Securities Act"), or (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQNasdaq National Market, no notices, reports reports, or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits permits, or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely be expected to have a Company Parent Material Adverse Effect or prevent, materially delay delay, or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery delivery, and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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 respective certificate of incorporation or by-laws of the Company Parent and Merger Sub or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest interest, or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time time, or both) pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation, or change(s) that change that, individually is, and or in the aggregate areaggregate, would not reasonably likely be expected to have a Company Parent Material Adverse Effect or prevent, materially delay delay, or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. (i) Other than the filings and/or notices necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3, (B) required under the HSR Act, European Union Council Regulation (EC) No. 139/2000 of January 20, 2004 (the "EC Merger Regulation") (if applicable), the Securities Exchange Act and the Securities Act of 19331934, as amended (the "Exchange Act") and the Securities Act"), (C) to comply with state securities or "blue-sky" laws and laws, (D) required with or to be made the Federal Communications Commission ("FCC") pursuant to the Communications Act of 1934, as amended (the "Communications Act"), and (E) with or to the NASDAQlocal, state and foreign public utility commissions or similar local or state regulatory bodies (each, a "PUC") and the local and state Governmental Entities pursuant to applicable local, state or foreign Laws regulating the telecommunications business ("Utilities Laws") and (F) foreign regulatory bodies pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade, no noticesfilings, notices and/or reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, court, agency, commission, body or other legislative, executive or judicial governmental entity ("Governmental Entity"), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, a termination (or right of termination) or a default under, under the certificate Company's articles of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiarieslaws, (B) a breach or violation of, a termination (or right of termination) or a default under the articles of incorporation, by-laws or the comparable governing instruments of any of the Company's Significant Subsidiaries, (C) a breach or violation of, or a default or termination (or right of termination) under, the acceleration of any obligations or the creation of a lienan obligation, Lien or pledge, security interest or other encumbrance on its assets or the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, licenselicense granted by a Person other than a Governmental Entity, contract, note, mortgage, indenture, arrangement or other contractual obligation ("Contracts") binding upon the Company or any of its Subsidiaries or, assuming the filings, notices and/or approvals referred to in Section 5.1(d)(i) are made or obtained, any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (CD) any change in the rights or obligations of any party under any of the its Contracts, except, in the case of clause (B) or clauses (C) aboveand (D), for any breach(es)breach, violation(s)violation, default(s)termination, acceleration(s)default, creation(s) acceleration, creation or change(s) change that would not, individually is, and or in the aggregate areaggregate, not reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. Section 5.1(d) of the The Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or not subject waivers would not, individually or in the aggregate, reasonably be likely to the exception set forth with respect to clauses (B) and (C) above)have a Company Material Adverse Effect.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3the FBCA, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQExchange Act, no notices, reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger Merger, the Offer and the other transactions contemplated hereby, except for those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to would not have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company Parent and Merger Sub of the Offer, the Merger and or the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, either the certificate of incorporation or by-laws of the Company Parent and Merger Sub or the comparable governing instruments of any of its Parent's Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries Contracts or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) change that individually is, and in the aggregate are, would not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations. Each Party shall promptly after execution of this Agreement, but in no event later than three (i3) Other than Business Days after the filings and/or notices (A) pursuant date hereof, make or cause to Section 1.3be made all filings, (B) submissions and notifications as are required under the HSR Act, . Each Party shall promptly furnish to the Exchange Act other such necessary information and reasonable assistance as the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQ, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), may reasonably request in connection with its preparation of any filing or submission that is necessary under such Laws. Each Party shall promptly provide the execution other with copies of all written communications (and delivery memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates or any of its or their representatives, on the one hand, and any Governmental Authority, on the other hand, with respect to this Agreement by or the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those unless otherwise prohibited by applicable Laws, including competition laws; provided, however, that Buyer may, prior to providing any such copy to Seller, redact such copy to the failure extent the information therein (i) does not relate to make the assets or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability business of the Company Companies or (ii) otherwise reveals Buyer’s valuation or negotiating strategy with respect to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing, each Party shall promptly notify the other of the receipt and content of any inquiries or requests for additional information made by this Agreement. any Governmental Authority in connection therewith and shall promptly (i) comply with any such inquiry or request and (ii) The executionprovide the other with a description of the information provided to any Governmental Authority with respect to any such inquiry or request, delivery in each case unless otherwise prohibited by applicable Laws, including competition laws. In addition, each Party shall keep the other apprised on a prompt basis of the status of any such inquiry or request. Buyer and performance Seller shall each be responsible for 50% of any and all filing fees associated with any filings under the HSR Act. Notwithstanding anything in this Agreement by to the Company do notcontrary, and the consummation by the Company 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 of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company no event shall Buyer or any of its Subsidiaries (with Affiliates be required, and in no event shall Seller or without noticeany Company be permitted, lapse to offer or agree to sell or otherwise dispose of, or hold separate, agree to conduct, license or otherwise limit the use of time any of the assets, categories of assets or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement businesses or other obligation ("Contracts") binding upon segments of the Company Companies or their respective business, or Buyer or any of its Subsidiaries Affiliates, or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) agree to any change in the rights its business or obligations of any party under any of the Contracts, except, in the case of clause (B) other restriction or (C) above, for any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth condition with respect to clauses (B) and (C) above)thereto required or requested by a Governmental Authority.

Governmental Filings. No Violations. (i) Other than the filings reports, filings, registrations, consents, approvals, permits, authorizations, applications and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and under any foreign competition laws, (D) required to be made under the Exchange Act, (E) under the 1940 Act, (F) under the Advisers Act, (G) with the NASDAQNYSE, (H) with the NASD, (I) with the Banking Authorities, (I) with the Insurance Authorities and (J) with applicable Dutch regulatory authorities (notice filings), no notices, reports or other filings are required to be made by the Company ING, Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company ING, Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company ING, Parent and Merger Sub and the consummation by the Company ING, Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company ING, Parent and Merger Sub do not, and the consummation by the Company ING, 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 of incorporation or by-laws of the Company or the comparable governing instruments of any of its SubsidiariesING, Parent and Merger Sub, (B) a breach or violation of, or a default under, the acceleration of any rights or obligations or the creation of a lien, pledge, security interest interest, claim or other encumbrance on the assets of the Company ING or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company ING or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company ING or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Effect.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and laws, (D) required to be made with the NASDAQNYSE or Nasdaq, and (E) the filing of appropriate documents with, and approval of, the respective Commissioners of Insurance or similar regulatory authorities of Arizona, Florida, Georgia, New York, South Carolina, Texas, Puerto Rico, Mexico, Cayman Islands, Argentina, Turks & Caicos, Dominican Republic and the United Kingdom and such notices and consents as may be required under the antitrust notification insurance laws of any state in which the Company, Parent or any of their respective subsidiaries is domiciled or does business, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (ii) The execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation charter or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or (provided, as to consummation, the filings and notices are made, and approvals are obtained, as referred to in Section 5.1(d)(i)), any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or the Stock Option Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the executive officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).the

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant . No license, consent, clearance, permit, qualification, waiver, approval, order or authorization of, action by or in respect of, registration, declaration or filing with, or notice to Section 1.3any supranational, (B) under the HSR Actfederal, the Exchange Act and the Securities Act of 1933state, as amended (the "Securities Act")local, (C) to comply with state securities municipal or "blue-sky" laws and (D) required to be made with the NASDAQforeign government or any court, no noticesadministrative, reports regulatory or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authoritynon-governmental department, board, bureau, agency, commission, body authority or other governmental entity instrumentality (each, a "Governmental EntityGOVERNMENTAL ENTITY"), ) is required by or with respect to Seller in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the Seller or consummation by the Company of the Merger and Acquisition or the other transactions contemplated hereby will notby this Agreement, constitute or result in except for (A1) the filing of a breach or violation ofnotification and report form by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, or a default underas amended (including the rules and regulations promulgated thereunder, the certificate "HSR ACT") and applicable notification or approval requirements under foreign competition, antitrust or merger control Laws, and the receipt, termination or expiration, as applicable, of incorporation approvals or by-laws of waiting periods required under the Company HSR Act or the comparable governing instruments of any of its Subsidiariesother applicable competition, merger control, antitrust or similar Law or regulation, (B2) a breach or violation ofthe filing with the Securities and Exchange Commission (the "SEC") of such reports under the Securities Exchange Act of 1934, or a default underas amended (including the rules and regulations promulgated thereunder, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("ContractsEXCHANGE ACT") binding upon the Company or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es), violation(s), default(s), acceleration(s), creation(s) or change(s) that individually is, as may be required in connection with this Agreement and in the aggregate are, not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d, and (3) such other licenses, consents, clearances, permits, qualifications, waivers, approvals, orders, authorizations, actions, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect (as defined below) or to prevent or materially impede, interfere with, hinder or delay the consummation by Seller of the Company Disclosure Letter sets forth, to Acquisition or the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)Agreement.

Governmental Filings. No Violations. (i) Other than the filings any reports, filings, registrations, approvals and/or notices (A) required to be made pursuant to Section 1.32.3, (B) required to be made under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (C) with, to comply with state securities or "blue-sky" laws and of the SEC xxxxx xxx 0000 Xxx, (DX) xxxh, to or of the FERC, (E) required to be made with the NASDAQNYSE and (F) with, to or of the Kentucky Public Service Commission, the Maryland Public Service Commission, the Public Utilities Commission of Ohio, the Pennsylvania Public Utility Commission, the Virginia State Corporation Commission, the West Virginia Public Service Commission and the Maine Public Utilities Commission, no notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.registrations or (ii) The execution, delivery and performance of this Agreement by the Company Parent do not, and the consummation by the Company Parent 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, either the certificate of incorporation or by-laws of the Company Parent or the comparable governing instruments of any of its Parent's Subsidiaries, (B) a breach or violation of, or a default under, or the acceleration of any obligations obligations, the loss of any right or benefit or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company Parent or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) change that individually is, and in the aggregate are, would not be reasonably likely to have have, either individually or in the aggregate, a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Parent to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations; Contracts. (i) Other than the filings and/or notices (A) pursuant to provided for in Section 1.32.3, (B) as required under the HSR Act, the Exchange Act and the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the "Securities HSR Act"), (C) to comply with state securities or "blue-sky" and required under any healthcare licensure and certificate of need laws and regulations, change of ownership filings pursuant to Medicare and Medicaid laws, rules or regulations and the Exchange Act (D) required to be made with the NASDAQ"Regulatory Filings"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body commission or other governmental entity entity, domestic or foreign ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually any or in the aggregate, all of which would be reasonably likely to have a Company Material Adverse Effect Effect, or prevent, could prevent or materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, execution and delivery and performance of this Agreement by the Company do does not, and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation Certificate or by-laws of the Company Bylaws or the comparable governing instruments of the Company or any of its Subsidiariessubsidiaries, (Bii) except as disclosed in the Company Reports filed prior to the date hereof, a breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Benefit Plans or any grant or award made under any of the foregoing, (iii) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, the giving of notice or the lapse of time or bothtime) pursuant to, any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon of the Company or any of its Subsidiaries subsidiaries or any Law (as defined in Section 5.1(i)) law, rule, ordinance or regulation or judgment, decree, order, award or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries subsidiaries is subject or (Civ) any change in the rights or obligations of any party under any of the Contracts, except, in the case of clause (Biii) or (Civ) aboveabove for Contracts other than those for the provision of rehabilitation services or management, for any breach(es)such breaches, violation(s)violations, default(s)defaults, acceleration(s)accelerations or changes that, creation(s) alone or change(s) that individually is, and in the aggregate areaggregate, would not be reasonably likely to have a Company Material Adverse Effect or prevent, that would not prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement and, except in the case of Contracts for the provision of rehabilitation services or management, for such breaches, violations, defaults, accelerations or changes that, alone or in the aggregate, are immaterial to the financial condition, properties, operations, business or results of operations of the Company and its subsidiaries taken as a whole or that would not prevent or materially impair delay the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d. (iii) of (x) No party to any rehabilitation therapy services or management Contract with the Company Disclosure Letter sets forthor any if its subsidiaries has indicated in writing to the Company or any of its subsidiaries or, to the knowledge of the officers of Xxxx Xxxxxxxxx, Xxxx Xxxxx or Xxxx Xxxxxxx, otherwise indicated any intention to terminate, fail to renew or seek to amend in any manner adverse to the Company, a correct any such Contract and complete list of Contracts of (y) neither the Company and nor any of its Subsidiaries pursuant subsidiaries is a party to which consents or waivers are bound by any Contract prohibiting or may limiting its or any of its affiliate's ability to engage in any line of business, compete with any person or carry on or expand the nature or geographic scope of its business, except for such prohibitions, or limitations on the Company or its subsidiaries that would not be required prior reasonably likely to consummation of have, individually or in the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above)aggregate, a Company Material Adverse Effect.

Governmental Filings. No Violations. (i) Other than the filings and/or notices necessary notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3, (B) required under the HSR Act, the EC Merger Regulation (if applicable), the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and laws, (D) required with or to be made the FCC pursuant to the Communications Act, (E) with or to the NASDAQlocal, state and foreign PUCs and local, state and foreign Governmental Entities pursuant to applicable local, state or foreign Utilities Laws and (F) if any, of the foreign regulatory bodies pursuant to applicable foreign laws regulating actions having the purpose or effect of monopolization or restraint of trade, no noticesfilings, notices and/or reports or other filings are required to be made by the Company Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent or Merger Sub from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution execution, delivery and delivery performance of this Agreement by the Company Parent and Merger Sub and the consummation by the Company Parent and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are would not, individually or in the aggregate, reasonably be likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. (ii) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not, and the consummation by the Company 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, a termination (or right of termination) or a default under, the under Parent's certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiarieslaws, (B) a breach or violation of, a termination (or right of termination) or a default under, the certificate of incorporation, by-laws or the comparable governing instruments of any of Parent's Significant Subsidiaries, (C) a breach or violation of, or a default or termination (or right of termination) under, the acceleration of any obligations or the creation of a lienan obligation, Lien or pledge, security interest or other encumbrance on Parent's assets or the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contract binding upon the Company Parent or any of its Subsidiaries or, assuming the filings, notices and/or approvals referred to in Section 5.2(d)(i) are made or obtained, any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries is subject or (CD) any change in the rights or obligations of any party under any of the its Contracts, except, in the case of clause (B) or clauses (C) aboveand (D), for any breach(es)breach, violation(s)violation, default(s)termination, acceleration(s)default, creation(s) acceleration, creation or change(s) change that would not, individually is, and or in the aggregate areaggregate, not reasonably be likely to have a Company Parent Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect. Section 5.1(d) of the Company The Parent Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or not subject waivers would not, individually or in the aggregate, reasonably be likely to the exception set forth with respect to clauses (B) and (C) above)have a Parent Material Adverse Effect.

Governmental Filings. No Violations.. ----------------------------------- (i1) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (C) pursuant to the European Community Merger Control Regulation, (D) to comply with state securities or "blue-sky" laws and (DE) required to be made comply with any other relevant Competition Laws (including such laws in Canada and, if necessary, Japan) (such filings and/or notices of Parent being the NASDAQ"Parent Required Consents"), no ------------------------ notices, reports or other filings are required to be made by the Company Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Parent from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by the Company Parent and the consummation by the Company Parent of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect on Parent and are not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impair the Parent's ability of the Company to consummate the transactions contemplated by this Agreement. (ii2) The execution, delivery and performance of this Agreement by the Company Parent do not, and the consummation by the Company Parent of the Merger and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate Parent's articles of incorporation or by-laws of the Company bylaws or the comparable governing instruments of any of its SubsidiariesSignificant Subsidiaries or any Significant Investees, (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 its assets or the assets of the Company or any of its Subsidiaries Parent's Significant Investees (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") Contracts binding upon the Company Parent or any of its Subsidiaries Significant Investees or any Law (as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company Parent or any of its Subsidiaries Significant Investees is subject or (C) any change in the rights or obligations of any party under any of the ContractsContracts to which Parent or its Significant Investees are a party, except, in the case of clause clauses (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect on Parent and is not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impair the Parent's ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company The Parent Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company Parent and its Subsidiaries Significant Investees pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether other than those where the failure to obtain such consents or not subject waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on Parent and is not, individually or in the exception set forth with respect aggregate, reasonably likely to clauses (B) and (C) above)prevent or materially impair Parent's ability to consummate the transactions contemplated by this Agreement.

Governmental Filings. No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the HSR Act, the Exchange Securities Act and the Securities Act of 1933, as amended (the "Securities Exchange Act"), (CB) to comply with state securities or "blue-blue sky" laws and laws, (DC) required to be made with Nasdaq and (D) other filings listed in the NASDAQProtection One Disclosure Letter, no notices, reports or other filings are required to be made by the Company Protection One with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company Protection One from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement and the Stock Option Agreement by the Company Protection One and the consummation by the Company Protection One of the Merger Share Issuance and the other transactions contemplated herebyhereby and thereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement., (ii) The Subject to the approvals, amendments, filings, notices, reports, consents and authorizations referred to in Section 2.2(c) and paragraph (i) of this Section 2.2(d), the execution, delivery and performance of this Agreement and the Stock Option Agreement by the Company do Protection One does not, and the consummation by the Company Protection One of the Merger Share Issuance and the other transactions contemplated hereby and thereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company Protection One or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of any law, rule, regulation, order, judgement or decree applicable to Protection One or any of its Subsidiaries or by which any of their respective properties or assets is bound or affected, or (C) a breach or violation of, or a default under, result in the acceleration loss of any obligations material benefit under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien, pledge, security interest or other encumbrance Lien on the assets of the Company Protection One or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement Contracts to which Protection One or other obligation ("Contracts") binding upon the Company any of its Subsidiaries is a party or by which Protection One or any of its Subsidiaries or any Law (as defined in Section 5.1(i)) of their respective properties or governmental assets is bound or non-governmental permit or license to which the Company or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of the Contractsaffected, except, in the case of clause (B) or (C) above, for any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Protection One Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company Protection One to consummate the Share Issuance or the other transactions contemplated by this Agreement or the Stock Option Agreement. Section 5.1(d2.1(d) of the Company Protection One Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of Protection One and the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception exemption set forth with respect to clauses (B) and (C) above).

Governmental Filings. No Violations.; Certain Contracts. ------------------------------------------------------ (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under to the HSR Act, knowledge of the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act"), (C) to comply with state securities or "blue-sky" laws and (D) required to be made with the NASDAQCompany, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any governmental or regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the ------------------- execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company 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 of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation ("Contracts") binding upon the Company or any of its Subsidiaries or any Law (as --------- defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is subject 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 any breach(es)breach, violation(s)violation, default(s)default, acceleration(s)acceleration, creation(s) creation or change(s) that change that, individually is, and or in the aggregate areaggregate, is not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Agreement Section 5.1(d) of the Company Disclosure Letter sets forth, to the knowledge of the officers of the Company, forth a correct and complete list of Contracts of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition Contracts or other Contract that purports to limit in any material respect either the type of business in which the Company or its Subsidiaries (or, after giving effect to the Merger, the Parent or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business.