Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder of the organizational documents of such Non-Management Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by such Non-Management Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such properties of such Non-Management Shareholder or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Non-Management Shareholder or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. Except as set forth in Section 3.4 of the ------------------------- Company Disclosure Schedule 3A.3, neither the execution, delivery and or performance by such Non-Management Shareholder the Company and the Stockholders of this Agreement and the Ancillary Documents to which it is a party, and nor the consummation by such Non-Management Shareholder the Company and the Stockholders of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by such Non-Management Shareholder of any provision of the organizational certificate of incorporation, bylaws or other governing documents of such Non-Management Shareholderthe Company, and to the best of the Company's and the Stockholder's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorizations from third parties and/or Government Authorities. (iib) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder (with or create an event which, with without notice or lapse of time or both, would constitute ) a default) default (or give rise to any right of termination, cancellation or acceleration acceleration) under, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of or give any Encumbrance upon such party the right to create any Lien on any of the assets or properties of such Non-Management Shareholder or on the Shares Company under, any note, bond, mortgage, indentureloan agreement, deed of trust, license, franchise, permit, lease, contract, agreement permit or other instrument or Contract to which such Non-Management Shareholder any of the Company, the Stockholders or any of their respective properties may be bound, (iiic) violate or result in a breach of any Governmental Order or Law applicable to such Non-Management Shareholder any of the Company, the Stockholders or any of their respective properties assets or properties, or (ivd) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration by the Non-Management Shareholder with, any Governmental Authority, except Authority or other third party in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for connection with the execution, delivery and performance by such Non-Management Shareholder of this Agreement by the Stockholders or to enable the Company to continue to conduct its business and operations immediately after the Closing Date in the same manner in which they are presently conducted. The parties acknowledge that certain consents, approvals or authorizations of or notice to or declarations, filings or registrations with, one or more Governmental Authorities, (including, without limitation, the Federal Communications Commission ("FCC")) and/or other third parties may be required in connection with the execution, delivery and performance of this Agreement by the Company and/or Stockholders and/or to enable the Company to continue to conduct its business and operations immediately after the Closing Date in the same manner in which they are presently conducted. Purchaser shall be responsible for obtaining, giving and/or filing any and all such consents, approvals, authorizations, notices, declarations, filings or registrations; provided, however, the Company and the Ancillary Documents and the consummation by Stockholders shall reasonably assist Purchaser with respect to same; provided, further that if Purchaser decides not to obtain any such Non-Management Shareholder of the transactions contemplated hereby and therebyconsents, approvals, authorizations, notices, declarations, filings or registrations, it shall not be required hereunder to obtain any such consents, approvals, authorizations, notices, declarations, filings or registrations.

No Approvals or Conflicts. Except as set forth in Schedule 3A.33.7A, the execution, delivery and performance by such Non-Management Shareholder each of the Seller Parties of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder each of the Seller Parties of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder any of the Seller Parties of the organizational documents of such Non-Management Shareholderany of the Seller Parties or the Group Companies, (ii) violate, conflict with or result in a breach of, or constitute a default by such Non-Management Shareholder any of the Seller Parties or the Group companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Non-Management Shareholder any of the Seller Parties or the Group Companies or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder any of the Seller Parties or the Group Companies or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Non-Management Shareholder any of the Seller Parties or the Group Companies or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder Seller Parties and the Group Companies with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.33.7A, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder the Seller Parties and the Group Companies of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder the Seller Parties of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. Except as set forth in Schedule 3A.33A42, the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder of the organizational documents of such Non-Management Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by such Non-Management Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such properties of such Non-Management Shareholder or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Non-Management Shareholder or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse EffectEffect on such Non-Management Shareholder. Except as set forth in Schedule 3A.33A.4, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. (a) Except as set forth in Schedule 3A.33.7(a), the execution, delivery and performance by such Non-each of the Management Shareholder Shareholders and the Company of this Agreement and the Ancillary Documents to which it is a party, they are parties and the consummation by such Non-Management Shareholder Shareholders and the Company of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Group Company’s or any such Non-Management Shareholder (if applicable) of the organizational documents of such Non-Management ShareholderShareholder or of the Group Companies, (ii) violate, conflict with or result in a breach of, or constitute a default by such Non-Management Shareholder or any of the Group Companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Non-Management Shareholder or the Group Companies or on the Shares owned by such Management Shareholder) under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder or the Group Companies or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Non-Management Shareholder the Group Companies or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-such Management Shareholder with, any Governmental Authority, except in the cases case of clauses (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse EffectEffect on the Company. Except as set forth in Schedule 3A.3, no No Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder the Group Companies of this Agreement and the Ancillary Documents and the consummation by such Non-the Management Shareholder Shareholders of the transactions contemplated hereby and thereby. (b) Schedule 3.7(b) sets forth the Selling Shareholders who are individuals resident in the PRC and who are required to complete all necessary filings or registrations, or obtained all necessary approvals, required to comply with any rules or regulations of the State Administration of Foreign Exchange (“SAFE”).

No Approvals or Conflicts. (a) Except as set forth in on Schedule 3A.33.5, the execution, delivery and performance by such Non-Management Shareholder the Seller of this Agreement and the Ancillary Documents Agreements to which it is a party, party and the consummation by such Non-Management Shareholder the Seller of the transactions and performance of its obligations contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder the Seller of the its organizational documents (including its certificate of such Non-Management Shareholderformation and limited liability company agreement), (ii) violate, conflict with or result in a breach of, or constitute a default by such Non-Management Shareholder the Seller (or create an event whichthat, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation or acceleration underthat could be materially adverse to the transactions contemplated by this Agreement, or result in the creation of any Encumbrance upon such properties any of such Non-Management Shareholder or on the Shares underSold Assets, under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permitpermit (including the permits listed on Schedule 3.13), lease, contract, agreement contract or other instrument to which such Non-Management Shareholder the Seller or any of their respective properties the Sold Assets may be bound, (iii) violate or result in a material breach of any Governmental Order or Law applicable to such Non-Management Shareholder the Seller or any of their respective properties the Sold Assets or (iv) except for filings with the Bankruptcy Court and the issuance of the Sale Order and as may be required by any unique aspect of Buyer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, except in the cases of . (ii), (iiib) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the The execution, delivery and performance by such Non-Management Shareholder TW International of this Agreement and the Ancillary Documents Agreements to which it is a party and the consummation by such Non-Management Shareholder performance of the transactions its obligations contemplated hereby and therebythereby do not and will not (i) violate, conflict with or result in a breach by TW International of its organizational documents (including its certificate of formation and limited liability company agreement), (ii) violate, conflict with or result in a breach of, or constitute a default by TW International (or create an event that, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation or acceleration, under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract or other instrument to which TW International or its assets may be bound, (iii) violate or result in a material breach of any Governmental Order or Law applicable to TW International or any of the Sold Assets or (iv) except for filings with the Bankruptcy Court and the issuance of the Sale Order and as may be required by any unique aspect of Buyer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority.

No Approvals or Conflicts. Except as set forth in Section 3.3 of the Disclosure Schedule 3A.3and, in the case of Solutia, subject to the Approval Order (with respect to the matters not covered by the Initial Relief Order) having been entered and still being in effect and not subject to any stay pending appeal at the time of the Closing, the execution, delivery and performance by such Non-Management Shareholder Owner of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder Owner of the transactions contemplated hereby and thereby do not and to be consummated by it will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder Owner of the organizational documents any provision of any charter, bylaws or equivalent formation or governance document of such Non-Management ShareholderOwner, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder Owner (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon such properties any of such Non-Management Shareholder the Acquired Assets or on the Shares give to others any interests or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which such Non-Management Shareholder Owner is a party, or by which the Business or any of their respective properties the Acquired Assets may be boundbound or subject, (iii) violate violate, conflict with or result in a breach of, any Law of any Governmental Order or Law Authority applicable to such Non-Management Shareholder Owner or any of their respective its properties or the Business, or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental AuthorityAuthority or other Person, except in the cases of each case with respect to subclauses (ii), (iii) and (iv) above), where such violation, conflict, breach, default, terminationright, accelerationEncumbrance or requirement does not have, cancellation or failure to give notice, register or obtain approval would is not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for Effect or a material adverse effect on the execution, delivery and performance by ability of such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of Owner to consummate the transactions contemplated hereby and therebyby this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3Section 2.7 of the Disclosure Schedule, the execution, delivery and performance by such Non-Management Shareholder the Sellers of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder the Sellers or the Company of any provision of the organizational documents Letters Patent, as amended, or Bylaws of such Non-Management Shareholderthe Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder the Sellers or the Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Non-Management Shareholder the Company or the Subsidiaries or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder any of the Sellers, the Company, the Subsidiaries or any of their respective properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Order or Law Authority (as defined in Section 2.12) applicable to such Non-Management Shareholder any of the Sellers, the Company, the Subsidiaries or any of their respective properties or (iv) require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, except in excluding from the cases of foregoing clauses (ii), ) and (iii) and (iv) above, where such violationviolations, conflictconflicts, breachbreaches, defaultdefaults, rights of termination, acceleration, cancellation or failure to give noticeacceleration or creation of Encumbrances, register which, individually or obtain approval in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. Except as set forth in Section 3.3 of the Disclosure Schedule 3A.3and, in the case of Solutia, subject to the Approval Order (with respect to the matters not covered by the Initial Relief Order) having been entered and still being in effect and not subject to any stay pending appeal at the time of the Closing, the execution, delivery and performance by such Non-Management Shareholder Owner of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder Owner of the transactions contemplated hereby and thereby do not and to be consummated by it will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder Owner of the organizational documents any provision of any charter, bylaws or equivalent formation or governance document of such Non-Management ShareholderOwner, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder Owner (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon such properties any of such Non-Management Shareholder the Acquired Assets or on the Shares give to others any interests or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which such Non-Management Shareholder Owner is a party, or by which the Business or any of their respective properties the Acquired Assets may be boundbound or subject, (iii) violate violate, conflict with or result in a breach of, any Law of any Governmental Order or Law Authority applicable to such Non-Management Shareholder Owner or any of their respective its properties or the Business, or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental AuthorityAuthority or other Person, except in the cases of each case with respect to subclauses (ii), (iii) and (iv) above), where such violation, conflict, breach, default, termination42 right, accelerationEncumbrance or requirement does not have, cancellation or failure to give notice, register or obtain approval would is not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for Effect or a material adverse effect on the execution, delivery and performance by ability of such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of Owner to consummate the transactions contemplated hereby and therebyby this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3Section 2.6 of the Disclosure Schedule, neither the execution and delivery by Sellers and the Company of this Agreement, the executionIndemnification Escrow Agreement and, delivery and performance by such Non-Management Shareholder of this if applicable, the Deposit Escrow Agreement and the Ancillary Documents to which it is a party, and nor the consummation by such Non-Management Shareholder Sellers and the Company of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder of any provision of the organizational documents charter or bylaws of such Non-Management Shareholderany of the Company and the Subsidiaries, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder (under, or create an event whichresult in the termination or cancellation of, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration underaccelerate the performance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the properties of such Non-Management Shareholder any of the Company and the Subsidiaries or on upon any Seller's interest in the Shares Securities under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which such Non-Management Shareholder any Seller or any of the Company and the Subsidiaries or any of their respective properties may be boundbound or affected, (iii) violate any order, writ, injunction, decree, judgment, ruling, law, rule or result in a breach regulation of any Governmental Order court or Law governmental authority, domestic or foreign, applicable to such Non-Management Shareholder any Seller or any of the Company and the Subsidiaries or any of their respective properties properties, or (iv) except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and approvals of the Federal Communications Commission (the "FCC") and the Connecticut Department of Public Utility Control (the "PUC"), require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority or other third party in connection with the execution, except delivery and performance of this Agreement by any Seller or the Company or to enable the Company and the Included Subsidiaries to continue fully to conduct the Business after the Closing Date in a manner which is in all material respects consistent with that in which it is presently conducted, which, in the cases case of clauses (ii), (iii) and (iv) above, where such violationwould, conflictindividually or in the aggregate, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not be reasonably be expected likely to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery The Company has received from Southern New England Telephone Company ("SNET") a waiver of any and performance by such Non-Management Shareholder of this Agreement all rights SNET and the Ancillary Documents and the consummation by such Non-Management Shareholder of its affiliates may have with respect to the transactions contemplated hereby by this Agreement. A true and therebycorrect copy of the aforementioned waiver has been delivered to Buyer.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, Neither the execution, execution and delivery and performance by such Non-Management Shareholder Brim and/or Newsub of this Agreement and the Ancillary Documents to which it is a party, and nor the consummation by such Non-Management Shareholder Brim and/or Newsub of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder of any provision of the organizational documents certificate of such Nonincorporation or by-Management Shareholderlaws of Brim or any of its subsidiaries, including Newsub, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any result in the termination or in a right of terminationtermination or cancellation of, cancellation or acceleration underaccelerate the performance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such properties any of such Non-Management Shareholder Brim's or on its subsidiaries' properties, or result in any of the Shares underterms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to or commitment or obligation which such Non-Management Shareholder binds or affects Brim or its subsidiaries, including Newsub, or any of their respective properties may be boundbeing declared void, voidable or without further binding effect, (iii) violate any order, writ, injunction, decree, judgment, ruling, law, rule or result in a breach regulation of any Governmental Order court or Law governmental authority, domestic or foreign, applicable to such Non-Management Shareholder Brim or its subsidiaries, including Newsub, or any of their respective properties properties, or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority in connection with the execution, except delivery and performance of this Agreement by Brim and/or Newsub, which, in the cases case of clauses (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Brim Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. (a) Except as set forth in Schedule 3A.3Section 2.7(a) of the Disclosure Schedule, the execution, delivery and performance by such Non-Management Shareholder the Sellers of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder the Sellers or the Company of any provision of the organizational documents Certificate of such Non-Management ShareholderIncorporation or Bylaws of the Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder the Sellers or the Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the properties of such Non-Management Shareholder the Company or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder any of the Sellers, the Company or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Non-Management Shareholder any of the Sellers, the Company or any of their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except in excluding from the cases of foregoing clauses (ii), ) and (iii) and (iv) above, where such violationviolations, conflictconflicts and breaches which, breachindividually or in the aggregate, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except . (b) The following information has been and will be relied upon by Buyer in making its determination as set forth in Schedule 3A.3to the notification and disclosure requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, no Governmental Authorizations are required for as amended (the execution, delivery and performance by such Non-Management Shareholder of this Agreement and "XXX XXX"): (x) the Ancillary Documents and the consummation by such Non-Management Shareholder audited balance sheet of the transactions contemplated hereby and thereby.Company at December 31, 1997 reflects that the total assets of the Company as of that date are $7,433,079; (ii) the internally prepared balance sheet of the Company at May

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, Neither the execution, execution and delivery and performance by such Non-Management Shareholder Purchaser of this Agreement and nor, as of the Ancillary Documents to which it is a partyClosing, and the consummation by such Non-Management Shareholder Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder of any provision of the organizational documents Certificate of such NonIncorporation or By-Management Shareholderlaws of Purchaser, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of Purchaser's properties of such Non-Management Shareholder or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder Purchaser or its subsidiaries or any of their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or result in a breach regulation of any Governmental Order court or Law governmental authority applicable to such Non-Management Shareholder Purchaser or its subsidiaries or any of their respective properties properties, or (iv) except for applicable requirements of the Exchange Act and the HSR Act require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority or other third party. (a) Purchaser understands that the procurement of any required consents from, except or giving of notices to, customers and other parties with contractual arrangements with the Company and the Company Subsidiaries or, subject to Sections 6.5 and 6.6, governmental authorities (other than the Department of Justice and the Federal Trade Commission) who may require such consents or notices (regardless of whether such consents or notices are included in Section 2.7 of the Disclosure Schedule) will not be a condition to any party's obligation to effect the Closing. Purchaser also understands that consummation of this transaction requires the prior consent of the lenders under the bank credit facility pertaining to the Company and the Company Subsidiaries, and in the cases absence of such consent, Purchaser would have to cause the Company and/or the Company Subsidiaries to refinance such facility at Closing and, subject to Section 7.3, no Seller will be responsible for the failure to obtain such consent or to effect such refinancing. Finally, Purchaser understands that consummation of this transaction will constitute a "change of control" under the indenture for the 11-1/4% Notes due 2009 (ii), (iiithe "Company Notes") and (iv) aboveas a result, where a repurchase offer must be made following the Closing in accordance with the requirements of such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and therebyindenture.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, the The execution, delivery and performance by such Non-Management Shareholder the Company of this Agreement and by the Company or any of its Affiliates of the Ancillary Documents Agreements to which it is they are a party, party and the consummation by such Non-Management Shareholder the Company and the Sellers of the transactions contemplated hereby and thereby do not and will not (iwhether with or without notice or lapse of time or both) (a) violate, conflict with or result in a breach by such Non-Management Shareholder the Company, any Seller or Divested Company of the its organizational documents (including its certificate of such Non-Management Shareholderincorporation and by‑laws and similar documents), (iib) violate, conflict with or result in a material breach of, or constitute a material default by such Non-Management Shareholder the Company, any Seller or Divested Company (or create an event which, with notice or lapse of time or both, would constitute a material default) or give rise to any payment or other penalty or any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Non-Management Shareholder the Asset Sellers, the Divested Companies or on the Shares or the Sold Assets or under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement lease or other instrument Contract to which such Non-Management Shareholder any of the Asset Sellers, the Divested Companies or pursuant to which any of their respective assets or properties may be bound, (iiic) except for applicable requirements of any applicable Competition/Foreign Investment Law, or filings for payment of Duty, violate or result in a material breach of any Governmental Order or Law applicable to such Non-Management Shareholder any Seller or Divested Company or any of their respective properties or (ivd) except for applicable requirements of any applicable Competition/Foreign Investment Law, or filings for payment of Duty, filings or approvals that may be required under the Exchange Act or any other applicable Law and as may be required by the nature of the business or ownership of the Buyer, require any order, material Governmental Order or consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, except in the cases of (ii), (iii) and (iv) above, where such violation, conflict, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3Section 2.6 of the ------------------------- Disclosure Schedule, neither the execution, execution and delivery by Sellers and performance by such Non-Management Shareholder the Company of this Agreement and the Ancillary Documents to which it is a party, and nor the consummation by such Non-Management Shareholder Sellers and the Company of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder of any provision of the organizational documents charter or bylaws of such Non-Management Shareholderany of the Company and its Subsidiaries. To the best of Sellers' knowledge after reasonable and prudent investigation, except as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery by Sellers and the Company of this Agreement nor the consummation by Sellers and the Company of the transactions contemplated hereby will (iii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder (under, or create an event whichresult in the termination or cancellation of, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration underaccelerate the performance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the properties of such Non-Management Shareholder any of the Company and its Subsidiaries or on upon any Seller's interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which such Non-Management Shareholder any Seller or any of the Company and its Subsidiaries or any of their respective properties may be boundbound or affected, (iiiii) violate any order, writ, injunction, decree, judgment, ruling, law, rule or result in a breach regulation of any Governmental Order court or Law governmental authority, domestic or foreign, applicable to such Non-Management Shareholder any Seller or any of the Company and its Subsidiaries or any of their respective properties properties, or (iviii) except for approvals of the Federal Communications Commission (the "FCC") and the North Carolina Utilities Commission (the "NCUC") require any order, consent, ---- approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority in connection with the execution, except delivery and performance of this Agreement by any Seller or the Company or to enable the Company and its Subsidiaries to continue fully to conduct the Business after the Closing Date in a manner which is in all material respects consistent with that in which it is presently conducted, which, in the cases case of clauses (iii), (iiiii) and (iviii) above, where such violationwould, conflictindividually or in the aggregate, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not be reasonably be expected likely to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for the execution, delivery and performance by such Non-Management Shareholder of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of the transactions contemplated hereby and thereby.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, the The execution, delivery and performance by such Non-Management Shareholder each of Hanover and Buyer of this Agreement and the Ancillary Documents any other agreements contemplated hereby to which it is a partybe entered into by either Hanover or Buyer, and the consummation by such Non-Management Shareholder each of Hanover and Buyer of the transactions contemplated hereby and thereby do not and the issuance of Hanover Stock by Hanover will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder either Hanover or Buyer of any provision of the organizational documents certificates of such Nonincorporation or by-Management Shareholderlaws of either Hanover or Buyer, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder either Hanover or Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of Hanover's or Buyer's properties of such Non-Management Shareholder or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder Hanover, Buyer or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Non-Management Shareholder Hanover, Buyer or any of their respective properties properties, or (iv) except for applicable requirements of the HSR Act and as otherwise set forth in Section 2.7 of the Disclosure Schedule, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except in except, with respect to the cases of foregoing clauses (ii), (iii) and (iv) aboveabove as they apply to matters that are not material to the conduct of the business of Hanover and its subsidiaries taken as a whole, where such violationas would not, conflictindividually or in the aggregate, breach, default, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected likely to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for material adverse effect on the execution, delivery and performance by such Non-Management Shareholder ability of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of either Hanover or Buyer to consummate the transactions contemplated hereby and therebyhereby.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3Section 2.7 of the Disclosure Schedule, the execution, delivery and performance by such Non-Management Shareholder Seller of this Agreement and the Ancillary Documents to which it is a party, consummation by Seller and the consummation by such Non-Management Shareholder Subsidiaries of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder Seller or any Subsidiary of any provision of the organizational documents or the charter (or equivalent) document of such Non-Management ShareholderSeller or any Subsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder Seller or any Subsidiary (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the properties of such Non-Management Shareholder any Seller or any Subsidiary included in the Assets or the Compression Services Business or on the Shares Subsidiary Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which such Non-Management Shareholder Seller, any Transferred Subsidiary or any of their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Non-Management Shareholder Seller, any Subsidiary or any of their respective properties or (iv) except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and as otherwise set forth in Section 2.7 of the Disclosure Schedule, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except in except, with respect to the cases of foregoing clauses (ii), (iii) and (iv) aboveabove as they apply to matters that are not, where such violationindividually or in the aggregate, conflictmaterial to the conduct of the Compression Services Business, breachas would not, defaultindividually or in the aggregate, termination, acceleration, cancellation or failure to give notice, register or obtain approval would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for material adverse effect on the execution, delivery and performance by such Non-Management Shareholder ability of this Agreement and Seller or the Ancillary Documents and the consummation by such Non-Management Shareholder of Subsidiaries to consummate the transactions contemplated hereby and therebyby this Agreement.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, the The execution, delivery and performance by such Non-Management Shareholder the Buyer and ICL of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder the Buyer and ICL of the transactions contemplated hereby and thereby do not and to be consummated by each of them will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder the Buyer or ICL of any provision of the organizational documents certificate of such Non-Management Shareholderincorporation, bylaws or equivalent formation or governance document of the Buyer or ICL, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon such any of the Buyer's or ICL's properties of such Non-Management Shareholder or on the Shares give to others any interests or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument or understanding to which such Non-Management Shareholder the Buyer or ICL or any of their respective properties may be boundbound or subject, (iii) violate violate, conflict with, or result in a breach of any Law of any Governmental Order or Law Authority applicable to such Non-Management Shareholder the Buyer, ICL or any of their respective properties or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Laws, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, or other Person, except in the cases of each case with respect to subclauses (ii), (iii) and (iv) above), where such violation, conflict, breach, default, terminationright, accelerationEncumbrance or requirement does not have, cancellation or failure to give notice, register or obtain approval would is not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for material adverse effect on the execution, delivery and performance by such Non-Management Shareholder ability of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of Buyer to consummate the transactions contemplated hereby and therebyby this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Schedule 3A.3, the The execution, delivery and performance by such Non-Management Shareholder the Buyer and ICL of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Non-Management Shareholder the Buyer and ICL of the transactions contemplated hereby and thereby do not and to be consummated by each of them will not (i) violate, conflict with or result in a breach by such Non-Management Shareholder the Buyer or ICL of any provision of the organizational documents certificate of such Non-Management Shareholderincorporation, bylaws or equivalent formation or governance document of the Buyer or ICL, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Non-Management Shareholder the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon such any of the Buyer’s or ICL’s properties of such Non-Management Shareholder or on the Shares give to others any interests or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument or understanding to which such Non-Management Shareholder the Buyer or ICL or any of their respective properties may be boundbound or subject, (iii) violate violate, conflict with, or result in a breach of any Law of any Governmental Order or Law Authority applicable to such Non-Management Shareholder the Buyer, ICL or any of their respective properties or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Laws, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Non-Management Shareholder with, any Governmental Authority, or other Person, except in the cases of each case with respect to subclauses (ii), (iii) and (iv) above), where such violation, conflict, breach, default, terminationright, accelerationEncumbrance or requirement does not have, cancellation or failure to give notice, register or obtain approval would is not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3A.3, no Governmental Authorizations are required for material adverse effect on the execution, delivery and performance by such Non-Management Shareholder ability of this Agreement and the Ancillary Documents and the consummation by such Non-Management Shareholder of Buyer to consummate the transactions contemplated hereby and therebyby this Agreement or the Transaction Documents without material delay.