Common use of No Breach Clause in Contracts

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory bodyGovernmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, create or alter any material right or obligation under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Secretary of State of Department and the State of Delaware DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (de) matters listed in Section 3.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate articles of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectMaterial Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory bodyGovernmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, could does not reasonably be expected to have constitute a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed set forth in Section 3.19 4.3 of the Company Disclosure LetterSchedule and for filings, notices, consents and approvals as may be required by Delaware Corporation Law, the Securities Act, the Exchange Act and the 1940 Act, the execution, delivery and performance by the Company of this Agreement by and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, ; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any instrument, contract or other agreement or instrument to which the Company or any Company Subsidiary of its Subsidiaries is a party or by or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), any of its Subsidiaries may be bound or subject; (iii)) violate any order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon the Company or any of its Subsidiaries, or upon the securities, assets or business of the Company or any of its Subsidiaries; (iv)) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Company or any of its Subsidiaries, or to the securities, assets or business of the Company or any of its Subsidiaries; (v), and ) result in the creation or imposition of any lien or other encumbrance or the acceleration of any indebtedness or other obligation of the Company or any of its Subsidiaries; or (vi) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause a violation of, any Permit of the Company or any of its Subsidiaries; except in the case of (ii) through (vi) above, for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, permitsmodifications, consents and approvals the absence of whichimpairments, liens or other encumbrances that would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with material adverse effect on the ability funding, management, business, properties, assets, condition (financial or otherwise), liabilities or operations of the Company and its Subsidiaries, taken as a whole, or adversely affect the consummation of the transactions contemplated hereby in any material respect, but excluding therefrom any such change, effect, event, occurrence or state of facts resulting from or arising in connection with (A) changes or conditions generally affecting the industries in which the Company or its Subsidiaries operate, except to consummate the extent the changes or conditions referred to in this Clause (A) affect the funding of the Company and its Subsidiaries or (B) this Agreement, the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerannouncement thereof (a "Company Material Adverse Effect").

No Breach. Except for (a) filings with Neither the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement nor compliance by either of the Company and Shareholders with any of the provisions hereof nor the consummation by the Company of the transactions contemplated hereby will not hereby, will: EXTECH CORPORATION 15 (a) violate or conflict with any provision of the Certificate of Incorporation, ByLaws or other organizational document of any DCAP Entity; (b) except as set forth on Schedule 3.21 attached hereto (the "Required Waivers"), (i) violate any provision or, alone or with notice or the passage of the certificate of incorporation time, or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions ofboth, result in modification a breach or termination of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under declare a Default under, or constitute have any right of first refusal under, the terms of any real property lease, license agreement or shareholders agreement to which either Shareholder or any DCAP Entity is a party or is otherwise bound or (ii) require either Shareholder to resign, or permit another Person to require that either Shareholder resign, as an officer or director of any DCAP Entity (it being represented and warranted that, except as set forth on Schedule 3.21, all Required Waivers have been obtained); (c) violate or, alone or with notice or lapse the passage of time time, or both constitute) both, result in the breach or termination of, or otherwise give any party the right to terminate, or declare a default Default under, the terms of any instrument, contract or other agreement Contract to which any DCAP Entity or either of the Company or any Company Subsidiary Shareholders is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is them may be bound, (iv) violate any Permitthe violation, (v) require any filing with, notice tobreach or termination of which, or permitDefault under which, consent or approval of, any governmental or regulatory body, or would have a Material Adverse Effect ; (vid) result in the creation of any lien or other encumbrance on Lien upon any of the assets of any DCAP Entity; (e) violate any judgment, order, injunction, decree or properties award against, or binding upon, any DCAP Entity or either of the Company Shareholders or a Company Subsidiaryupon any of the assets of any DCAP Entity; and/or (f) violate any law or regulation of any jurisdiction relating to any Affiliated Company, excluding from either of the foregoing clauses (ii)Shareholders, (iii)or the DCAP Business, (iv)or, (v)to the knowledge of each of the Shareholders and DCAP, and (vi) violationsany Joint Venture, breaches and defaults which, and filings, notices, permits, consents and approvals the absence violation of which, in the aggregate, could not reasonably be expected to which would have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which could not result in any material modification or termination of, or a payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange ActThe Company is not in violation or default of any provision of its Certificate of Incorporation or other Organizational Documents, (b) filings with the Secretary of State each as in effect as of the State of Delaware contemplated herein, (c) Closing. Except as set forth on the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterRestrictions Schedule, the execution, delivery delivery, and performance of and compliance with this Agreement and the Transaction Agreements and the offering, issuance and sale of the Preferred Stock and the conversion of the Preferred Stock into shares of Common Stock and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and the consummation by the Company of the transactions contemplated hereby will shall not (ia) conflict with or violate any provision of the certificate Certificate of incorporation Incorporation (including the Certificate of Designation) or bylaws of the Companyother Organizational Documents, (iib) violateconflict with or violate any applicable Law (which conflict or violation would be material to the Company and its Subsidiaries taken as a whole) or any applicable judgment, order or decree of any Governmental Authority, (c) conflict with or result in the any breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which with notice or lapse of time or both constitutewould become a default) a default under, or give rise to any instrumentright to termination, contract acceleration or cancellation under any Material Contract or result in the creation of any material mortgage, pledge, Lien, encumbrance, or charge upon any of the Capital Stock, properties or assets of the Company, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to the Company, its business or operations, or any of its assets or properties or (d) require any authorization, consent, approval, exemption or other agreement action by or notice or declaration to, or filing with, any Governmental Entity pursuant to, the Certificate of Incorporation or the other Organizational Documents of the Company or any Subsidiary, or any Law to which the Company or any Company Subsidiary is a party subject, or any material agreement, instrument, order, judgment or decree to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or any Subsidiary is subject. Except as set forth on the Company Subsidiaries or by which any Restrictions Schedule, none of the Company’s Subsidiaries are subject to any restrictions upon making loans or the Company Subsidiaries’ assets advances or properties is boundpaying dividends or distributions to, (iv) violate any Permit, (v) require any filing with, notice transferring property to, or permitrepaying any Indebtedness owed to, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company another Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger.

No Breach. Except for (a) filings with filings, notices, consents and approvals as may be required by Delaware Corporation Law, the SEC under Securities Act, the Exchange Act and the 1940 Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance by Parent and Sub of this Agreement by and the Company Parent Documents to which either is a party and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, Parent or Sub; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any instrument, contract or other agreement or instrument to which the Company Parent or any Company Subsidiary of its Subsidiaries is a party or by or to which any the assets or properties of them Parent or any of their assets or properties is its Subsidiaries may be bound or subject, ; (iii) violate any Law applicable to the Company order, judgment, injunction, award or the Company Subsidiaries decree of any Governmental Entity against, or by which binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon Parent or any of its Subsidiaries, or upon the Company’s or the Company Subsidiaries’ securities, assets or properties is bound, business of Parent or any of its Subsidiaries; (iv) violate any Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to Parent or any of its Subsidiaries, or to the securities, assets or business of Parent or any of its Subsidiaries; (v) require result in the creation or imposition of any filing with, notice to, lien or permit, consent other encumbrance or approval of, the acceleration of any governmental indebtedness or regulatory body, other obligation of Parent or any of its Subsidiaries; or (vi) result in the creation breach of any lien or other encumbrance on the assets or properties of the Company terms or conditions of, constitute a Company Subsidiarydefault under, excluding from or otherwise cause an impairment of, any Permit of Parent or any of its Subsidiaries; except in the foregoing clauses case of (ii), (iii), (iv), (v), and ) through (vi) for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, permitsmodifications, consents and approvals the absence of whichimpairments, liens or other encumbrances that would not, individually or in the aggregate, could not reasonably be expected to have a Company Parent Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with Purchaser has full corporate power and authority to purchase the SEC Assets being purchased hereunder and to otherwise perform its obligations under this Agreement and the Exchange Actdocuments, (b) filings with instruments and agreements to be executed by the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification Purchaser pursuant hereto. The execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement Agreement, including the documents, instruments and agreements to be executed by the Company Purchaser pursuant to this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby will not not: (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws (or comparable governing documents or instruments) of the Company, Purchaser; (ii) violateviolate any Applicable Laws issued, conflict with enacted, entered or result in the breach of deemed applicable by any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract court or other agreement to which the Company or any Company Subsidiary is a party or to which any of them Governmental Authority having jurisdiction over Purchaser or any of their assets its properties or properties is bound or subject, assets; (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, or the giving of any governmental notice to, any Governmental Authority or regulatory bodyany person or entity, other than the Federal Communications Commission (the "FCC") or (iv) except as provided in Schedule 6.3 hereto, result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, lease, contract, agreement, or (vi) result in other instrument or obligation to which the creation Purchaser is a party, or by which it or any of any lien its respective properties or other encumbrance on the assets or properties of the Company or a Company Subsidiarymay be bound, excluding from the foregoing clauses (ii), (iii), ) and (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect on the Purchaser or its assets, properties, revenues, business, operations, financial conditions or prospects and would not interfere with prevent or delay the ability consummation of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Letternor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents. Neither the Company nor any of its Subsidiaries are in material violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, the any of its Subsidiaries or any of their respective assets or properties. The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms or conditions ofCompany’s Subsidiaries, result (iii) other than the Stockholder approval and any national securities exchange listing approval described in modification ofthis Agreement, require any consent or approval which has not been obtained on or prior to the date hereof or notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under result in a violation or breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or respective properties is may be bound or subject(B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Letternor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent, approval or conditions of, notice under or result in modification of, require any notice a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (A) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(B) any other agreement, instrument or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with under the SEC Securities Act, (b) filings under the Exchange Act, (bc) filings with the Secretary of State of Delaware and the State Secretary of Delaware contemplated hereinthe Commonwealth of Massachusetts, (cd) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act, of 1976, as amended (the “HSR Act”e) consents and any similar filings in foreign jurisdictions waivers under Parent's credit agreements and debt instruments and (df) the matters listed in Section 3.19 SECTION 3.10 of the Company Parent Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company Parent and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the certificate charter or by-laws of incorporation or bylaws of the CompanyParent, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary Parent is a party or to which any of them it or any of their its assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries Parent or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryParent, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Parent Material Adverse Effect and would will not materially interfere with the Parent's ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary Department of State Financial Institutions of the State of Delaware Wisconsin contemplated herein, (c) the filing of a Notification and Report Form under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them it or any of their its assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company, or (vii) cause any of the assets owned by the Company to be reassessed or a Company Subsidiaryrevalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) and (vii) violations, breaches conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect Effect. The Company is not and would will not interfere be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the ability execution and delivery of this Agreement or the Company to consummate consummation of the transactions contemplated hereby other than any agreement referenced in, or materially increase listed as an exhibit to, any Company SEC Report filed in the costs of consummation of the Offer and the Mergerlast twelve months.

No Breach. Except for (a) filings with The Shareholder has full power and authority, corporate and otherwise, to sell, assign, transfer, convey and deliver the SEC Stock to the Purchaser and to otherwise perform its obligations under this Agreement and the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification Ancillary Documents. The execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the Ancillary Documents to be executed and delivered by the Company Shareholder pursuant to this Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby will not not: (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of the CompanyShareholder, (ii) violateexcept as set forth in SCHEDULE 3.4, conflict with or result as contemplated by clause (iii) immediately following, violate any Applicable Laws or Injunction applicable to the Shareholder, the Company or the Subsidiaries, (iii) other than the filings required by HSR, the NCUC, and the VDH, and except as provided in SCHEDULE 3.4 hereto, require any filing with, Permits from, authorization, consent or approval of, or the breach giving of any of the terms or conditions ofnotice to, any Person, (iv) except as provided in SCHEDULE 3.4 hereto, result in modification a violation or breach of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, Permit (including, but not limited to, any instrumentPermits, contract approvals or authorizations of any Governmental Body), lease or other agreement Contract to which the Company or any Company Subsidiary and/or the Shareholder is a party party, or to by which any of them they or any of their properties or assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is may be bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (viv) result in the creation or imposition of any lien Encumbrance on any of the properties or other encumbrance on the assets or properties of the Company or a Company Subsidiarythe Subsidiaries, excluding from such that in the foregoing case of any violation or the absence of Permit, consent or approval described in clauses (ii), (iii), ) and (iv)) above, (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence occurrence or omission of which, in the aggregate, could which would not be reasonably be expected likely to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed set forth in Section 3.19 4.3 of the Company Disclosure LetterSchedule and assuming that the consents, approvals, actions, filings, registrations, and notices referred to in Section 4.2 are duly made or effected, the execution, delivery and performance by the Company of this Agreement by and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, ; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of, require any notice of the effect of or action loss of material rights under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any instrument, contract or other agreement or instrument to which the Company or any Company Subsidiary of its Subsidiaries is a party or by or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), any of its Subsidiaries may be bound or subject; (iii)) violate any order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity binding upon, the Company or any of its Subsidiaries, or the securities, assets or business of the Company or any of its Subsidiaries; (iv)) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Company or any of its Subsidiaries, or to the securities, assets or business of the Company or any of its Subsidiaries; (v), and ) result in the creation or imposition of any lien or other encumbrance or the acceleration of any indebtedness or other obligation of the Company or any of its Subsidiaries; or (vi) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause a violation of, any Permit of the Company or any of its Subsidiaries; except in the case of (ii) through (vi) above, for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, permitsmodifications, consents and approvals the absence loss of whichrights, impairments, liens or other encumbrances that would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed set forth in Section 3.19 2.18 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the a violation or breach of or the loss of any of the terms or conditions of, result in modification of, require any notice or action benefit under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, amendment, cancellation or acceleration) under any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) assuming that all consents, approvals, authorizations and other actions described in subsection (v) have been obtained and all filings and obligations in subsection (v) have been made or complied with, violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any Governmental Entity applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental Governmental Entity, except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger or regulatory body(C) any filings with the SEC or the NASDAQ Stock Market, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), and ) through (vi) where (x) any such violations, breaches and breaches, defaults whichor encumbrances, and (y) any failure to obtain such permits, authorizations, consents or approvals, or (z) any failure to make such filings, noticeswould not, permits, consents and approvals the absence of which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not or materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Letternor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent or conditions of, approval which has not been obtained on or prior to the date hereof or notice under or result in modification of, require any notice a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (A) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(B) any other agreement, instrument or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with notice requirements under that certain Credit Agreement by and among the SEC under the Exchange ActCompany, (b) filings with the Secretary as Borrower, Mxxxxxx Lxxxx Capital Corporation, as Lender, Administrative Agent and Collateral Agent, and Pacific LNG Operations Limited, as Lender, dated as of State of the State of Delaware contemplated hereinMay 4, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 19762006, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 including that certain Amendment No. 1 to Credit Agreement, dated as of the Company Disclosure LetterMarch 30, 2007), the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Basic Documents to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Basic Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (ia) violate any provision of any Law, governmental permit, determination or award having applicability to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (iib) violate, conflict with or result in the breach a violation of any provision of any of the terms organizational documents of the Company or conditions ofany of its Subsidiaries, (c) require any consent, approval or notice under or result in modification of, require any notice a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (i) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(ii) any other agreement, instrument or obligation, or (iiid) violate result in or require the creation or imposition of any Law applicable Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or the Company Subsidiaries or by which any of the Company’s or the Company its Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result except in the creation cases of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (iia), (iii), (iv), (v), c) and (vid) violationswhere such violation, breaches and defaults whichdefault, and filingsbreach, noticestermination, permitscancellation, consents and approvals failure to receive consent or approval, or acceleration with respect to the absence foregoing provisions of whichthis Section 3.6 would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance by the Company of this Agreement Agreement, the Basic Documents and all other agreements and instruments to be executed and delivered by the Company pursuant hereto or thereto or in connection herewith or therewith, compliance by the Company with the terms and provisions hereof and thereof, the issuance of the Series A Preferred Stock by the Company and the consummation by the Company application of the transactions contemplated hereby proceeds thereof in compliance herewith do not and will not (ia) violate any provision of any law, statute, rule or regulation, order, writ, judgment, injunction, decree, governmental permit, determination or award having applicability to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties or assets, (iib) violate, conflict with or result in a violation of any provision of the charter or bylaws of the Company or its Subsidiaries, (c) require any consent (other than consents set forth on Schedule 3.05), approval or notice under or result in a violation or breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (i) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or respective properties is may be bound or subject(ii) any other such agreement, instrument or obligation, or (iiid) violate result in or require the creation or imposition of any Law applicable Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or the Company Subsidiaries or by which any of its Subsidiaries; with the Company’s exception of the conflicts stated in clause (b) of this Section 3.05, except where such conflict, violation, default, breach, termination, cancellation, failure to receive consent or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice toapproval, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from acceleration with respect to the foregoing clauses (ii)provisions of this Section 3.05 would not, (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, individually or in the aggregate, could not reasonably be expected likely to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with Assuming the SEC under the Exchange Act, (b) filings with the Secretary of State truth and accuracy of the State representations and warranties of Delaware contemplated herein, (c) the filing of a Notification Purchaser and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings Merger Sub in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterArticle 5, the execution, delivery and performance by the XX Xxxxxxx Seller of this Agreement by and the Company other agreements contemplated hereby to which the XX Xxxxxxx Seller is a party and the consummation by the Company of each of the transactions contemplated hereby or thereby will not (i) violate any provision of the certificate of incorporation or bylaws organizational documents of the CompanyXX Xxxxxxx Seller, (ii) violate, conflict with violate any Law or result in the breach other restriction of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Governmental Authority to which the Company or any Company Subsidiary XX Xxxxxxx Seller is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries subject or by which any of the Company’s its properties or the Company Subsidiaries’ assets or properties is are bound, (iviii) violate any Permitviolate, (v) conflict with, result in a breach of, constitute a default under, require any filing with, notice toconsent or other action by any Person under or result in the acceleration of, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation or imposition of any lien Lien (other than Permitted Liens) under, any material Contract or other encumbrance on Permit to which the XX Xxxxxxx Seller is a party or by which its assets or properties are bound, except, in the case of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), ) and (iii), (iv)where the violation, (v)conflict, and (vi) violationsbreach, breaches and defaults whichdefault or acceleration would not, and filings, notices, permits, consents and approvals the absence of which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with material adverse effect on the XX Xxxxxxx Seller’s ability of the Company to consummate the transactions contemplated hereby hereby, or materially increase (iv) require any authorization, consent, approval, exemption, filing, registration or notice to any Governmental Authority under the costs provisions of consummation any Law (except for the filing and recordation of the Offer Certificate of Merger as required by the DLLCA and any such actions required by the MergerHSR Act or any other antitrust Law), except, in the case of clause (iv), where failure to give such notice, to file, or to obtain any such authorization, consent, approval, exemption, filing or registration would not, individually or in the aggregate, have a material adverse effect on the XX Xxxxxxx Seller’s ability to consummate the transactions contemplated hereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification The execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not not, (i) violate any provision of or conflict with the certificate of incorporation or bylaws by-laws of the Company, Company or any of its Subsidiaries or (ii) except as set forth on SCHEDULE 6.5 hereto, violate, conflict with or with, result in the a breach of any of the terms or conditions provision of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which, with notice or lapse of time or both constituteboth, would constitute a default) a default under, result in the termination or in a right of termination of, accelerate the performance required by or benefit obtainable under, result in the triggering of any payment or other obligations pursuant to, result in the creation of any encumbrance upon any of the properties of the Company or its Subsidiaries under, or result in there being declared void, voidable, subject to withdrawal, or without further binding effect, any of the terms, conditions or provisions of any order, judgment, decree, note, bond, mortgage, indenture, deed of trust or any license, franchise, permit, lease, contract, agreement or other instrument, contract commitment or other agreement obligation to which the Company or any Company Subsidiary of its Subsidiaries is a party party, by which the Company or to which any of them its Subsidiaries or any of their assets or respective properties is bound bound, or subjectunder which the Company or any of its Subsidiaries, except for any of the foregoing matters which individually or in the aggregate would not have a material adverse effect on the Company and its Subsidiaries, taken as a whole, or prevent or delay the consummation of the transactions contemplated hereby, or (iii) violate any Law laws applicable to the Company or the Company Company, any of its Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergertheir respective assets.

No Breach. Except for (a) filings with the SEC under the Exchange ActSEC, (b) filings with the Secretary of State of the State of Delaware contemplated herein, herein and (c) the filing of a Notification and Report Form under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar xxx xxx xxxxxxr filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letterjurisdictions, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Company Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect and Effect, would not reasonably be expected to materially interfere with the ability of the Company to consummate the transactions contemplated hereby or would not materially increase the costs of consummation of the Offer Merger. Neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by and the Company other Transaction Documents to which the Seller is a party and the consummation by the Company of the transactions contemplated hereby and thereby by the Seller and the performance by the Seller hereunder and thereunder does not and will not not: (i) violate or conflict with the Seller’s Charter or Governing Documents, or any provision of Law or Order to which the certificate of incorporation Seller or bylaws of the CompanySeller’s Equity is subject, or by which the Seller or the Seller’s Equity may be bound, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any without giving notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) both, breach or conflict with, constitute or create a default under, or give rise to any instrumentright of termination, contract cancellation or other agreement acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or the Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract to which the Company or any Company Subsidiary Seller is a party or to by which any of them the Seller or any of their assets or properties is bound or subjectthe Seller’s Equity may be bound, (iii) result in the imposition of a Lien on the Seller’s (b) The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Majority Owner is a party and the consummation of the transactions contemplated hereby and thereby by such Majority Owner and the performance by such Majority Owner hereunder and thereunder does not and will not: (i) violate or conflict with any Law applicable or Order to the Company or the Company Subsidiaries which such Majority Owner is subject, or by which the Seller or the Seller’s Equity may be bound, if applicable, (ii) with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration under, any of the Company’s terms, conditions or the Company Subsidiaries’ assets provisions of any Contract to which such Majority Owner is a party or properties is by which such Majority Owner may be bound, or (iv) violate any Permit, (viii) require any filing with, or Permit, or the giving of any notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien Governmental Authority or other encumbrance Person on the assets or properties behalf of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergersuch Majority Owner.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance by HEP of this Agreement the Basic Documents and all other agreements and instruments to be executed and delivered by the Company and the consummation by the Company of HEP pursuant thereto or in connection with the transactions contemplated hereby will by the Basic Documents and compliance by HEP with the terms and provisions thereof, and the issuance and sale by HEP of the Purchased Units do not (i) violate any provision of the certificate of incorporation any Law having applicability to HEP or bylaws any of the CompanyHEP Subsidiaries or any of their respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Certificate of Limited Partnership of HEP or the Partnership Agreement, or any organizational documents of any of the terms HEP Subsidiaries, (iii) require any consent, approval or conditions of, notice under or result in modification of, require any notice a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (a) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company HEP or any Company Subsidiary of the HEP Subsidiaries is a party or to by which HEP or any of them the HEP Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(b) any other such agreement, instrument or obligation, or (iiiiv) violate result in or require the creation or imposition of any Law applicable lien, charge or encumbrance upon or with respect to the Company or the Company Subsidiaries or by which any of the Company’s Properties now owned or hereafter acquired by HEP or any of the Company HEP Subsidiaries’ assets ; except where such conflict, violation, default, breach, termination, cancellation, failure to receive consent or properties is bound, (iv) violate any Permit, (v) require any filing with, notice toapproval, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from acceleration with respect to the foregoing clauses (ii)provisions of this Section 3.07 would not, (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, individually or in the aggregate, could not reasonably be expected to have a Company HEP Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 2.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer Mergers in an amount that is material in comparison to the Merger Consideration. Except as set forth in Section 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures which would not result in any material modification or termination of, or a material payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any material agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange --------- Act, (b) filings the filing of the Certificate of Merger with the Secretary of State of the State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx HSR Act or any foreign Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions Law and (d) matters listed in Section 3.19 compliance with any applicable requirements of the Company Disclosure LetterSecurities Act, the Exchange Act and any other applicable securities or takeover laws, whether state or foreign, the execution, delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the CompanyPurchaser or Merger Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company either Purchaser or any Company Subsidiary Merger Sub is a party or to which any of them it or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Purchaser or the Company Subsidiaries Merger Sub or by which any of the Company’s Purchaser's or the Company Subsidiaries’ Merger Sub's assets or properties is bound, (iv) violate any Permitlicense, permit, franchise, order or approval applicable to either Purchaser or Merger Sub or their respective businesses, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company Purchaser or a Company SubsidiaryMerger Sub, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not material adverse effect on the assets, properties, business or financial condition of Purchaser or Merger Sub or interfere with the ability of the Company Purchaser or Merger Sub to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 2.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer Mergers in an amount that is material in comparison to the Merger Consideration. Except as set forth in Section 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures which would not result in any material modification or termination of, or a material payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any material agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with The Company has full power and authority to sell, assign, transfer, convey and deliver to the SEC Purchaser the Assets to be sold hereunder. The Company has full power and authority to otherwise perform its obligations under this Agreement and the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification Ancillary Documents to be executed and/or delivered pursuant hereto. The execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by Agreement, including the Company Ancillary Documents and the consummation by the Company of the transactions contemplated hereby and thereby will not not: (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, (ii) violateviolate any Applicable Laws or Injunction applicable to the Company, conflict with (iii) except as provided in Schedule 3.4 hereto, require any filing with, Permit from, authorization, consent or result in approval of, or the breach giving of any of the terms or conditions ofnotice to, any Person, (iv) except as provided in Schedule 3.4 hereto, result in modification a violation or breach of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give another party any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, Permit (including, but not limited to, any instrumentPermits, contract approvals or authorizations of any Governmental Body), Leased Real Estate lease, Benefit Plan or other agreement Contract to which the Company or any Company Subsidiary is a party party, or to by which any of them it or any of their its properties or assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is may be bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (viv) result in the creation or imposition of any lien or other encumbrance Encumbrance on the assets or properties any of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerAssets.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by and the Company Related Agreements and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company, Buyer; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary Buyer is a party or to which any of them it or any of their its assets or properties is may be bound or subject, ; (iii) violate any Law applicable to order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, the Company Buyer or upon the Company Subsidiaries securities, properties, assets or by which any business of the Company’s or the Company Subsidiaries’ assets or properties is bound, Buyer; (iv) violate any Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Buyer or to the securities, properties, assets or business of the Buyer; (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company Buyer, or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violationsrequire the approval or consent of any foreign, breaches and defaults whichfederal, and filingsstate, noticeslocal or other governmental or regulatory body; PROVIDED, permitsHOWEVER, that the Buyer makes no representation or warranty concerning any approvals or consents and approvals which may be required for, or in connection with, the absence transfer of whichany Permits required for the Buyer's operation of the Business or the Buyer's use of the facility at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the "Facility") or the Purchased Assets following the Closing or, except as explicitly set forth otherwise in the aggregateSupply Agreement, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability performance of any of the Company to consummate Buyer's obligations under the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerSupply Agreement.

No Breach. Except for (a) filings the filing of the Articles of Merger and the Certificate of Merger with the SEC under New Hampshire Secretary of State and the Exchange ActDelaware Secretary of State, respectively, and (b) filings the listing of the Buyer Common Stock to be issued in the Merger with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterNasdaq Stock Market, the execution, delivery and performance of this Agreement by the Company Buyer and the Acquisition and consummation by the Company them of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws of the CompanyBuyer or Acquisition, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company Buyer or any Company Subsidiary Acquisition is a party or to which any either of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Buyer or the Company Subsidiaries Acquisition or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company Buyer or a Company SubsidiaryAcquisition, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals any exceptions to the absence of whichforegoing that, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with material adverse effect on the Business of Buyer or on the ability of the Company Buyer or Acquisition to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the 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 (i) violate any provision of the certificate of incorporation or bylaws by-laws of the CompanyCompany or the comparable organizational documents of a Material Company Subsidiary, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification ofof or the cancellation or loss of a benefit under, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment or additional rights under or constitute (or with notice or lapse of time time, or both both, constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectContract (excluding Permits), (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) except for (a) filings with the SEC under the Exchange Act, (b) filings pursuant to the DGCL as contemplated herein, (c) the filing of a pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx xny merger control, competition or fair trade Law filings in foreign jurisdictions if and to the extent required, (d) filings required with, and approvals required by, the Nasdaq rules and regulations, and (e) the notifications and consents listed on Section 3.17 of the Company Disclosure Schedule, require any registration or filing with, notice to, or permitPermit, order, authorization, consent or approval of, any governmental Governmental Entity or regulatory bodyany third party pursuant to a Material Contract or any material Lease, or (vi) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company SubsidiarySubsidiary (other than Permitted Liens), excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches conflicts, breaches, accelerations, rights or entitlements, defaults and defaults Liens which, and filings, registrations, notices, permitsPermits, orders, authorizations, consents and approvals the absence of whichwhich would not have, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with Effect. Notwithstanding the ability foregoing, for all purposes of the Agreement, the Company does not make any representation or warranty (pursuant to this Section 3.17 or elsewhere in this Agreement) regarding the effect of the applicable antitrust, merger control, competition or fair trade Laws on its ability to execute, deliver, or perform its obligations under the Agreement or to consummate the transactions contemplated hereby Merger as a result of the enactment, promulgation, application, or materially increase threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the costs of consummation of the Offer and the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company does not and the consummation by the Company of the transactions contemplated hereby will not not: (ia) violate contravene any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company; (b) violate or conflict in any material respect with any foreign, federal, state or local law, statute, ordinance, rule, regulation or any decree, writ, injunction, judgment or order of any court or administrative or other governmental body or of any arbitration award which is either applicable to, binding upon or enforceable against the Company or the business or any assets of the Company; (iic) violateconflict with, conflict with or result in the any material breach of any of the terms provisions of, or conditions constitute a material default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, result in modification ofthe creation of a right of termination, require amendment, modification, abandonment or acceleration under any notice or action undermaterial indenture, or otherwise give any other contracting party the right to terminatemortgage, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default underlease, any instrumentlicense, contract loan agreement or other material agreement to or instrument which the Company is either binding upon or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of enforceable against the Company’s or the Company Subsidiaries’ assets or properties is bound, ; (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vid) result in the creation of any lien material lien, security interest, charge or other encumbrance on the assets or properties of upon the Company or any of the assets of the Company; or (e) require any authorization, consent, approval, exemption or other action by or notice to any court, commission, governmental body regulatory authority, agency or tribunal wherever located (a Company Subsidiary"Governmental Entity") or any other third party, excluding from OTHER THAN (i) expiration or termination of the foregoing clauses applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (iithe "HSR Act"), (iii)ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv)iii) such consents, (v)waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and (viiv) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, set forth in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with Disclosure Schedule under the ability of caption referencing this Section 3.05 (which the Company undertakes to consummate obtain prior to the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffective Date).

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letterset forth on Schedule 3.6, the execution, delivery and performance of this Agreement by and the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby by Company and Seller do not and will not violate or conflict with Company’s Articles of Incorporation or Bylaws, any organizational or other constituent document of Seller. Except as set forth on Schedule 3.6, the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby by Company and Seller do not and will not (ia) violate or conflict with in any provision material respect, any law, statute, rule, regulation, ordinance, code, directive, writ, injunction, settlement, permit, license, decree, judgment or order (collectively, “Laws”) of the certificate of incorporation or bylaws of the any Governmental Authority to which Company, Seller, the Company Equity or the Assets are subject, or by which Company, Seller, the Company Equity or the Assets may be bound, (iib) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any without giving notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) both, breach or conflict with, constitute or create a default under, or give rise to any instrumentright of termination, contract cancellation or acceleration under, any of the terms, conditions or provisions of any Contract set forth on Schedule 3.13(a) or material agreement or other agreement commitment to which the Company or any Company Subsidiary Seller is a party or to by which any of them or any of their assets or properties is bound or subjectCompany, (iii) violate any Law applicable to Seller, the Company Equity or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is Assets may be bound, (ivc) violate any Permit, result in the imposition of a Lien on the Company Equity or the Assets or (vd) require any filing with, notice to, or permitPermit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation giving of any lien notice to, any Governmental Authority or third party, other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), than filings required by Seller pursuant to federal and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, state securities laws in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere connection with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer Sale Proposal and the MergerSeller Stockholder Meeting.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement and the transactions contemplated hereby by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectMaterial Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) except for (a) filings with the SEC under the Exchange Act, (b) filings pursuant to the DGCL as contemplated herein and (c) the filing of a Notification and Report Form under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions, require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of whichwhich are not reasonably likely to have, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with Neither the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement or the Ancillary Agreements by the Company and Sellers or the consummation by Company, nor the Company performance of the transactions contemplated hereby will not their obligations hereunder or thereunder, will: (ia) violate any provision of the certificate of incorporation Trusts or bylaws the Charter Documents of the CompanyCompany or any of its Subsidiaries, (iib) except as set forth on SCHEDULE 4.3, violate, conflict with or result in the a breach of any of the terms or conditions termination of, result in modification of, require any notice or action under, or otherwise give any other contracting party additional rights or compensation under, or the right to terminateterminate or accelerate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default underunder the terms of, any note, deed, lease, instrument, contract security agreement, mortgage, commitment, contract, agreement, license, arrangement or other agreement instrument, whether written or oral, express or implied (collectively, "Contracts"), to which the Company or any Company Subsidiary of the Sellers is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is Assets are bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vic) result in the creation or imposition of any lien Liens with respect to, or otherwise have an adverse effect upon, the Shares; (d) result in the creation or imposition of any Liens, other encumbrance on than Permitted Liens, with respect to, or otherwise have an adverse effect upon, the assets Assets; (e) violate any Order against, or properties binding upon, any of the Sellers or the Company, or upon the Shares or the Assets, or (f) constitute a violation by any of the Sellers or the Company or a Company Subsidiaryany of its Subsidiaries of any Law; except, excluding from the foregoing as to clauses (iib), (iiid), (ive) (except with respect to the Shares) and (f), (v), and (vi) where such violations, breaches and defaults whichbreaches, and filingsdefaults, noticesterminations or rights of termination, permits, consents and approvals the absence of which, individually or in the aggregate, could will not have, and would not reasonably be expected to have have, a material adverse effect on the Condition of the Company Material Adverse Effect and would not interfere with or impair the ability of the Sellers or the Company to consummate the transactions contemplated hereby perform their or materially increase the costs of consummation its respective obligations under this Agreement or any of the Offer and the MergerAncillary Agreements.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in set forth on Section 3.19 4.3 of the Company Disclosure LetterSchedule, the The execution, delivery and performance by the Company of this Agreement by and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, ; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any instrument, contract or other agreement or instrument to which the Company or any Company Subsidiary is a party or by or to which any of them or any of their the assets or properties is of the Company may be bound or subject, ; (iii) violate any Law applicable to order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon the Company Company, or upon the Company Subsidiaries securities, assets or by which any business of the Company’s or the Company Subsidiaries’ assets or properties is bound, ; (iv) violate any Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Company, or to the securities, assets or business of the Company; (v) require result in the creation or imposition of any filing with, notice to, lien or permit, consent other encumbrance or approval of, the acceleration of any governmental indebtedness or regulatory body, other obligation of the Company or its Subsidiaries; or (vi) result in the creation breach of any lien of the terms or other encumbrance on the assets conditions of, constitute a default under, or properties otherwise cause a violation of, any Permit of the Company or a Company Subsidiary, excluding from its Subsidiaries; except in the foregoing clauses case of (ii), (iii), (iv), (v), and ) through (vi) above, for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, permitsmodifications, consents and approvals the absence of whichimpairments, liens or other encumbrances that would not, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with material adverse effect on the ability business, properties, assets, condition (financial or otherwise), liabilities, operations or prospects of the Company to consummate or its Subsidiaries, or adversely affect the consummation of the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger(a "Company Material Adverse Effect").

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings the filing of the Certificate of Merger with the Secretary of State of the State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx HSR Act or any foreign Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions Law and (d) matters listed in Section 3.19 compliance with any applicable requirements of the Company Disclosure LetterSecurities Act, the Exchange Act and any other applicable securities or takeover laws, whether state or foreign, the execution, delivery and performance of this Agreement by the Company Purchaser and Merger Sub and the consummation by the Company Purchaser and Merger Sub of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the CompanyPurchaser or Merger Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company either Purchaser or any Company Subsidiary Merger Sub is a party or to which any of them it or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Purchaser or the Company Subsidiaries Merger Sub or by which any of the Company’s Purchaser's or the Company Subsidiaries’ Merger Sub's assets or properties is bound, (iv) violate any Permitlicense, permit, franchise, order or approval applicable to either Purchaser or Merger Sub or their respective businesses, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company Purchaser or a Company SubsidiaryMerger Sub, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not material adverse effect on the assets, properties, business or financial condition of Purchaser or Merger Sub or interfere with the ability of the Company Purchaser or Merger Sub to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, any Sellers; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrumentcontract, contract option, mortgage, indenture or other material agreement or instrument to which the Company or any Company Subsidiary is Sellers are a party or by or to which any of them it or any of their assets or properties is the Assets may be bound or subject, subject except to the extent that parties to agreements may be required to consent to the transaction which is the subject of this Agreement; (iii) violate any Law applicable to order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, any Sellers, or upon the Company properties or the Company Subsidiaries or by which business of any of the Company’s or the Company Subsidiaries’ assets or properties is bound, Sellers; (iv) except as set forth on Schedule 4.4, violate any Permitstatute, law, regulation or ordinance of any jurisdiction; or (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or liens, mortgages, pledges, options, claims, security interests, title defects, encumbrances, conditional sales contracts, charges and other encumbrance restrictions of every kind (collectively, the "Liens") on the assets or properties Assets being conveyed to Buyer hereunder, other than Liens resulting from acts of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and Buyer; (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, result in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability imposition or creation of any Lien on any of the Company to consummate the transactions contemplated hereby Assets or materially increase the costs of consummation accelerate any indebtedness of the Offer and Sellers or to which the MergerAssets may be bound; or (vii) breach, impair or in any way limit any governmental or official license, approval, permit or authorization of the Sellers which would affect or impact the operations of the Assets.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings filing the Certificate of Merger with the Secretary of State of the State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would will not materially interfere with the ability of the Company to consummate the transactions contemplated hereby hereby. Except as set forth in SECTION 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or materially increase will be required to give any notice to or obtain any consent or waiver from any individual or entity in connection with the costs execution and delivery of this Agreement or the consummation of the Offer and transactions contemplated hereby other than consents or waivers which, individually or in the Mergeraggregate, could not reasonably be expected to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange ActSEC, (b) filings with the Secretary of State of the State of Delaware contemplated herein, herein and (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letterjurisdictions, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Company Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect and Effect, would not reasonably be expected to materially interfere with the ability of the Company to consummate the transactions contemplated hereby or would not materially increase the costs of consummation of the Offer Merger. Neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State None of the State of Delaware contemplated herein, (c) the filing of a Notification issuance and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 sale by CQP of the Company Disclosure LetterPurchased Units (including upon the conversion of Class B Units into Conversion Units), the execution, delivery and performance of this Agreement by the Company and Basic Documents or the consummation by the Company of the transactions contemplated hereby will not Transactions (i) violate any provision will, as of the certificate of incorporation Initial Funding, conflict with, or bylaws constitute a violation of, any of the CompanyOperating Agreements, (ii) violaterequires, conflict with as of the date hereof, or will require, as of the Initial Funding, any consent, approval or notice under, or result in the a breach of any of the terms or conditions violation of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute a default (or an event which, with notice or lapse of time or both constituteboth, would constitute such a default) a default under, any instrument, contract or other agreement Contract to which any of the Company or any Company Subsidiary CQP Entities is a party or to by which any of them or any of their assets respective Properties may be bound (other than conflicts, breaches, violations or properties is bound defaults that have been, or subjectprior to the Initial Funding will be, waived or cured), (iii) subject to the accuracy of the representations and warranties in ARTICLE V (disregarding the references to materiality therein), upon receipt of the Regulatory Approvals, will, as of the Initial Funding, violate any Law applicable of any Governmental Authority having jurisdiction over any CQP Entity or any of their respective Properties in a proceeding to the Company or the Company Subsidiaries or by which any of the Company’s them or the Company Subsidiaries’ assets their respective Properties is or properties is bound, was a party or (iv) violate any Permit, (v) require any filing with, notice to, results or permit, consent or approval of, any governmental or regulatory body, or (vi) will result in the creation or imposition of any lien or other encumbrance on the assets or properties Lien upon any Property of any of the Company CQP Entities (other than such Liens as arise under the CQP Amended Partnership Agreement, applicable state and federal securities Laws or a Company Subsidiarythe Delaware LP Act or in connection with the Project Financing), excluding from which conflicts, breaches, violations, defaults or Liens, in the foregoing case of clauses (ii), (iii), ) or (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company CQP Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with as set forth on Schedule 2.4, and assuming the SEC under the Exchange Act, (b) filings with the Secretary of State truth and accuracy of the State representations and warranties of Delaware contemplated herein, (c) the filing of a Notification Purchaser and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings Merger Sub in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterArticle 5, the execution, delivery and performance of this Agreement by the Company and each of the other APN Entities of this Agreement and the other agreements contemplated hereby to which the Company and each of the other APN Entities is a party, as the case may be, and the consummation by the Company of each of the transactions contemplated hereby or thereby will not (i) violate any provision of the certificate of incorporation or bylaws organizational documents of the Companyapplicable APN Entity, (ii) violate, conflict with violate any Law or result in the breach other restriction of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement Governmental Authority to which the Company or any Company Subsidiary applicable APN Entity is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries subject or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, (iviii) violate any Permitviolate, (v) conflict with, result in a breach of, constitute a default under, require any filing with, notice to, consent by any Person under or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation acceleration of, or result in the imposition of any lien Lien (other than Permitted Liens) under, any Material Contract or other encumbrance on Permit to which any APN Entity is a party or by which any of its assets are bound, except, in the assets or properties case of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), ) and (iii), (iv)where the violation, (v)conflict, and (vi) violationsbreach, breaches and defaults whichconsent, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could default or acceleration would not reasonably be expected to have be material to the APN Entities, taken as a Company Material Adverse Effect whole, or (iv) require any authorization, consent, approval, exemption, filing, registration or notice of or to any Governmental Authority under the provisions of any Law (except for the filing and recordation of the Certificate of Merger as required by the DLLCA and any such actions required by the HSR Act or any other antitrust Law or Permit), except, in the case of clause (iv), where a failure to give such notice, to file or to obtain any such authorization, consent, approval, exemption, filing or registration would not interfere with reasonably be expected to be material to the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerAPN Entities, taken as a whole.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings the filing of the Articles of Merger with the Secretary of The Commonwealth of Massachusetts, (c) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware contemplated hereinDelaware, (cd) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (de) matters listed in Section 3.19 SECTION 2.21 of the Company CGI Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company CGI and the consummation by the Company CGI of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the CompanyCGI, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company CGI, any CGI Subsidiary or any Company Subsidiary CGI Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company CGI or the Company CGI Subsidiaries or by which any of the Company’s CGI's or the Company CGI Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company CGI or a Company CGI Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company CGI Material Adverse Effect and would not or interfere with the ability of the Company CGI to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC required under the Exchange Act, Act and (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the any required filing of a Notification and Report Form form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, Act of 1976, as amended (the “"HSR Act”) and any similar filings in foreign jurisdictions ACT"), and (dc) matters listed in Section 3.19 subject to filing a notice of sale on Form D pursuant to Rule 506 under the Company Disclosure LetterSecurities Act, if applicable, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation charter or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary of the Company, if any, is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement (each an "ORDER") of any court, arbitrator or governmental or regulatory body applicable to the Company or any Subsidiary of the Company Subsidiaries Company, if any, or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate require on the part of the Company or any PermitSubsidiary of the Company, (v) require if any, any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company Subsidiaryany Subsidiary of the Company, if any, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company of this Agreement, the Basic Documents and all other agreements and instruments to be executed and delivered by the Company pursuant hereto or thereto or in connection herewith or therewith, compliance by the Company with the terms and provisions hereof and thereof, the issuance of the Shares and (when issued) the Conversion Shares by the Company, the consummation by the Company of the transactions transaction contemplated hereby or thereby and the application of the proceeds thereof in compliance herewith do not and will not (ia) violate any provision of any law, statute, rule or regulation, order, writ, judgment, injunction, decree, governmental permit, determination or award or other Government Requirement having applicability to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties or assets, (iib) violate, conflict with or result in a violation of any provision of the charter or bylaws of the Company or its Subsidiaries, (c) require any consent (other than consents set forth on Schedule 3.05), approval or notice under or result in a violation or breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration or constitute a change of control (or similar concept)) under (i) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or respective properties is may be bound or subject(ii) any other contract, agreement, instrument or obligation, (iiid) violate result in or require the creation or imposition of any Law applicable Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or the Company any of its Subsidiaries or by which (e) give rise to any anti-dilution or similar adjustment, or any preemptive rights, in respect of any Capital Stock of the Company’s or ; with the Company Subsidiaries’ assets or properties is boundexception of the conflicts stated (x) in clause (b) of this Section 3.05, (ivy) violate in clause (c) of this Section 3.05 (but, in the case of such clause (c), only in respect of the Senior Loan Documents, the Note Purchase Agreement, the Convertible Loan Documents, the Aquila Documents and any PermitMaterial Employment Agreement) and (z) in clause (e) of this Section 3.05, (v) require any filing withexcept where such conflict, notice toviolation, default, breach, termination, cancellation, failure to receive consent or approval, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from acceleration with respect to the foregoing clauses (ii)provisions of this Section 3.05 would not, (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, individually or in the aggregate, could not reasonably be expected likely to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.20 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company, any Company Subsidiary or any Company Subsidiary Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not or materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC required under the Exchange Act, Act and (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the any required filing of a Notification and Report Form form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, Act of 1976, as amended (the “"HSR Act”) and any similar filings in foreign jurisdictions ACT"), and (dc) matters listed in Section 3.19 subject to filing a notice of sale on Form D pursuant to Rule 506 under the Company Disclosure LetterSecurities Act, if applicable, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation charter or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary of the Company, if any, is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement (each an "ORDER") of any court, arbitrator or governmental or regulatory body applicable to the Company or any Subsidiary of the Company Subsidiaries Company, if any, or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate require on the part of the Company or any PermitSubsidiary of the Company, (v) require if any, any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company Subsidiaryany Subsidiary of the Company, if any, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, herein and (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 3.20 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constituteboth) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them the Company or any of their its assets or properties is bound or subject, (iii) subject to obtaining the Company Stockholder Approval (to the extent required by applicable Law to consummate the Merger), violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryCompany, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches conflicts, modifications, breaches, terminations, accelerations and defaults which, and filings, notices, actions, permits, consents and approvals the absence of which, in the aggregate, could which would not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Letternor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents. Neither the Company nor any of its Subsidiaries are in material violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, the any of its Subsidiaries or any of their respective assets or properties. The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms or conditions ofCompany’s Subsidiaries, result (iii) other than the Stockholder approval and any national securities exchange listing approval described in modification ofthe Transaction Documents, require any consent or approval which has not been obtained on or prior to the date hereof or notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under result in a violation or breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or respective properties is may be bound or subject(B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letterset forth on Schedule 3.5, the execution, delivery and performance of this Agreement by and the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby by the Company do not and will not (ia) violate any provision of or conflict with the certificate of incorporation Charter or bylaws Governing Documents of the Company, ; (iib) violate, conflict with or result in the breach of any assuming receipt of the terms Required Statutory Approvals, violate or conditions ofconflict with, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default undermaterial respect, any instrument, contract or other agreement Law to which the Company or the Shares or Interests or any Assets are subject; (c) with or without giving notice or the lapse of time or both, breach or conflict with in any material respect, constitute or create a default in any material respect under, or give rise to any right of termination of, or cancellation of, modification or acceleration of any right or obligation under, or result in a loss of a material benefit under or the creation or effectiveness of a new material obligation under, any of the terms, conditions or provisions of any Material Contract, Lease, Benefit Plan, IP License required to be listed on Schedule 3.11(a), Insurance Policy required to be listed on Schedule 3.18, Government Contract listed or required to be listed on Schedule 3.27(a), Teaming Agreement, or Material Permit, in each case to which the Company Subsidiary is a party or to by which any of them or any of their assets or properties the Company is bound as of the Execution Date; (d) result in the imposition of a Lien on the Company, the Shares or subjectInterests, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any Assets of the Company’s or the Company Subsidiaries’ assets or properties is bound, except for Permitted Liens; or, (ive) violate any Permitexcept for the Required Statutory Approvals and assuming the accuracy of the Purchaser’s representations in Section 4.7, (v) require any filing with, notice to, or permitPermit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation giving of any lien or other encumbrance on the assets or properties of notice to, any Governmental Authority by the Company (other than any notices under a Government Contract entered into during the Interim Period requiring notice to a customer that is a Governmental Authority). No “fair price,” “interested shareholder,” “business combination” or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence similar provision of which, in the aggregate, could not reasonably be expected any state takeover Law of Delaware is applicable to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby by this Agreement or materially increase the costs of consummation of the Offer and the Mergerother Transaction Documents.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and Transaction Documents, the consummation by the Company of any of the transactions contemplated hereby by any of the Transaction Documents and/or the compliance by the Company with the terms and provisions hereof or thereof, will not (A) result in any violation of or be in conflict with or constitute, with or without the passage of time and giving of notice, a default under: (i) violate any provision of the certificate of incorporation Current Articles or bylaws other governing instruments of the Company, (ii) violateany judgment, conflict with order, writ, injunction, ruling or result decree, in the breach each case, of any of the terms court or conditions ofany governmental department, result in modification ofcommission, require any notice board, bureau, agency or action underinstrumentality, domestic or otherwise give any other contracting party the right to terminateforeign, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable note, indenture or mortgage to the Company or the Company Subsidiaries which it is a party or by which any of the Company’s or the Company Subsidiaries’ assets or properties it is bound, (iv) violate any Permitagreement, contract, lease, ruling or other instrument to which it is a party or by which it or any of its assets is bound, or (v) require any filing withapplicable Law, notice to, or permit, consent or approval of, any governmental or regulatory body, or (viB) result in the creation of any lien or other encumbrance on the security interest upon any assets or properties of the Company or a Company Subsidiarythe suspension, excluding from revocation, forfeiture, or nonrenewal of any material permit applicable to the foregoing clauses Company; (ii)C) give to any person any rights, including rights of termination, cancellation or acceleration, or result in any payment becoming due by the Company, or result in or increase any other obligations of or restrictions on the Company; (iii)D) raise, create or increase any tax liability or similar charges to the Company, or may give rise to the revocation, cancellation, repayment or modification of any tax benefits or other grants received by the Company; or (iv)E) otherwise require the consent or approval of any authority or other person, (v)which has not heretofore been obtained or made or will be obtained or made prior to the Initial Closing, except the filing of the Amended Articles and (vi) violationsthe other required notices specified in Section ‎2.2, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability Israeli Registrar of Companies, each of which shall be made as soon as practicable following the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerClosing.

No Breach. Except for Other than (ai) filings with any such breaches, defaults, violations, accelerations, terminations, modifications, cancellations, amendments or Liens that, individually or in the SEC aggregate, would not have a material and adverse effect on the ability of either Seller to perform any of its obligations under this Agreement and (ii) any such authorizations, consents, approvals, exemptions or other actions (A) pursuant to the Consents & Notices or required under the Exchange Competition Act or the Investment Canada Act, (bB) filings with that may be required by reason of Buyer’s participation in the Secretary of State of the State of Delaware transactions contemplated herein, hereby or (cC) the filing failure of which to obtain would not, individually or in the aggregate, have a Notification and Report Form material adverse effect on the ability of either Seller to perform any of its obligations under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letterthis Agreement, the execution, delivery and performance of this Agreement by the Company each Seller and the consummation by the Company of the transactions contemplated hereby will do not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the any breach of any of the terms or conditions of, result in modification ofconstitute a default, require any notice breach or action underviolation or an event that, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) both, would be a default underdefault, any instrument, contract breach or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval violation of, any governmental or regulatory body, or (vi) result in the creation of any lien Lien upon the Purchased Interests, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, cause any right or interest of the relevant Seller with respect to the Purchased Interests to come to an end or be amended in any way that is detrimental to the Business or entitle any other Person to terminate or amend any such right or interest or relieve any other Person of its obligations thereunder, or require any authorization, consent, approval, exemption, filing with or waiver from or other encumbrance on action by or notice to any Governmental Entity under: (a) any Law to which either Seller is subject or the assets provisions of either Seller’s certificate or properties articles of incorporation or bylaws or applicable operating agreement (or equivalent governing documents); or (b) the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence provisions of which, in the aggregate, could not reasonably be expected any Contract to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerwhich either Seller is bound.

No Breach. Except for (a) filings with The execution and delivery by the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance Sellers of this Agreement and each and every other agreement and instrument contemplated hereby (including, without limitation, the Escrow Agreement and the Employment Agreements by Sandra Gilbert and Robert Gilbert, Jr.), the consummation of the traxxxxxxxxx xxxxemplaxxx xxxxxx xxx thereby and the performance by the Company Sellers of this Agreement and the consummation by the Company of the transactions contemplated hereby each such other agreement and instrument in accordance with their respective terms and conditions will not (ia) violate any provision of the certificate Articles of incorporation Incorporation or bylaws By-laws (or comparable instruments) of the Company; (b) require the Company to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Body or any other person, except as set forth on Schedule 3.12 and other than with respect to the Company's customers that do not constitute Material Customers (iicollectively, the "Required Consents"); (c) if the Required Consents are obtained, violate, conflict with or result in the breach of any of the terms or and conditions of, result in a material modification of the effect of, require any notice otherwise cause the termination of or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any contract, agreement, indenture, note, bond, loan, instrument, contract lease, conditional sale contract, mortgage, license, franchise, commitment or other agreement binding arrangement (collectively, the "Contracts") to which the Company is a party or by or to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or its properties is or may be bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on Lien upon any of the assets or properties of the Company pursuant to the terms of any such Contract other than Contracts with the Company's customers that do not constitute Material Customers; (d) if the Required Consents are obtained, violate any Law of any Governmental Body applicable to the Shares, the Company or a to its securities, properties or business; (e) if the Required Consents are obtained, violate any Order of any Governmental Body applicable to the Company Subsidiaryor to its securities, excluding from properties or business; or (f) if the foregoing clauses (ii)Required Consents are obtained, (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, violate or result in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability revocation or suspension of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerany Permit.

No Breach. Except for (a) filings with the SEC under filing of the Exchange Act, (b) filings Merger Certificate with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterDelaware, the execution, delivery and performance of this Agreement by the Company Parent and the Acquisition Sub and the consummation by the Company Parent and the Acquisition Sub of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the CompanyParent or the Acquisition Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company Parent or any Company Subsidiary of its Subsidiaries, including the Acquisition Sub, is a party or to which any of them or any of their assets or properties is bound or subject, ; (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Parent or the Company its Subsidiaries or by which any of the Company’s Parent's or the Company its Subsidiaries’ assets ' assets, properties or properties securities is bound, ; (iv) violate any Permit, ; (v) require any filing with, notice to, or permit, consent or approval of, any other governmental or regulatory body, ; or (vi) result in the creation of any lien or other encumbrance on the assets assets, properties or properties securities of the Company Parent or a Company Subsidiaryits Subsidiaries, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals any exceptions to the absence of whichforegoing that, in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect and would not interfere with material adverse effect on the Business of Parent or on the ability of the Company Parent or the Acquisition Sub to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, Except as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letterset forth on Schedule 3.6(a), the execution, delivery and performance of this Agreement by and the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby by Company do not and will not (i) violate or conflict with Company’s Certificate of Incorporation or Bylaws or any law, statute, rule, regulation, ordinance, code, directive, writ, injunction, settlement, permit, license, decree, judgment or order (collectively, “Laws”) of any Governmental Authority to which Company, the Company Common Stock or the Assets are subject, or by which Company, the Company Common Stock or the Assets may be bound, (ii) with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which Company is a party or by which Company, the Company Common Stock or the Assets may be bound, (iii) result in the imposition of a Lien on the Company Common Stock or the Assets, or (iv) except for the requirements of the HSR Act and any applicable foreign anti-trust Laws, require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority or third party. (b) Except as set forth on Schedule 3.6(b), the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby by each Seller do not and will not (i) violate any provision Law to which such Seller or such Seller’s shares of the certificate of incorporation Company Common Stock are subject, or bylaws by which such Seller or such Seller’s shares of the CompanyCompany Common Stock may be bound, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any without giving notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) both, breach or conflict with, constitute or create a default under, or give rise to any instrumentright of termination, contract cancellation or acceleration under, any of the terms, conditions or provisions of any Contract, agreement, or other agreement commitment to which the Company or any Company Subsidiary such Seller is a party or to by which any such Seller or such Seller’s shares of them or any of their assets or properties is bound or subjectthe Company Common Stock may be bound, (iii) violate any Law applicable to result in the imposition of a Lien on such Seller’s shares of the Company Common Stock, or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate except for the requirements of the HSR Act and any Permitapplicable foreign anti-trust Laws, (v) require any filing with, notice to, or permitPermit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation giving of any lien notice to, any Governmental Authority or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerthird party.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance of this Agreement by the Company and the Related Agreements by Exchangeco and consummation by the Company Exchangeco of the transactions contemplated hereby and thereby will not (i) violate any provision of the certificate articles of incorporation or bylaws the by-laws of the CompanyExchangeco, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary Exchangeco is a party or to which any of them it or any of their its assets or properties is bound or subject, (iii) assuming that all consents, approvals and authorizations contemplated by Section 6.3(b) have been obtained and all filings described in such section have been made or will be duly made on a timely basis, violate any Law or Order of any Governmental Entity applicable to the Company or the Company Subsidiaries Exchangeco or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, (iv) violate any Permit, (v) bound or require any other filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, Governmental Entity or (viiv) result in the creation of any lien Lien or other encumbrance on the assets or properties of Exchangeco. (b) The execution, delivery and performance of this Agreement and the Company or a Company Subsidiary, excluding from Related Agreements by Exchangeco and the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence consummation of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby and thereby by Exchangeco do not and will not require any consent, approval, authorization or materially increase permit of, action by, filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, under the costs of consummation of Securities Act, the Offer Exchange Act and the Mergerapplicable "blue sky" laws and (ii) for applicable requirements, if any, under any applicable Canadian Securities Laws (all of which filings have been made by Barnabus or Exchangeco, other than those which are required to be made after the Closing and those will be duly made on a timely basis).

No Breach. Except for (a) filings with under the SEC Securities Act, (b) filings under the Exchange Act, (bc) filings with the Secretary of State of the State of Delaware contemplated herein, (c) and the filing Secretary of a Notification and Report Form under State of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, Commonwealth of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions Massachusetts and (d) the matters listed in Section 3.19 SECTION 3.8 of the Company Parent Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company Parent and the Merger Sub and consummation by the Company each of them of the transactions contemplated hereby will not (i) violate any provision of the certificate charter or by-laws of incorporation Parent or bylaws of the CompanyMerger Sub, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company Parent or any Company Subsidiary Merger Sub is a party or to which any either of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Parent or the Company Subsidiaries Merger Sub or by which any of the Company’s or the Company Subsidiaries’ their assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company Parent or a Company SubsidiaryMerger Sub, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could will not reasonably be expected to have a Company Parent Material Adverse Effect and would or will not materially interfere with the Parent's ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for Assuming the due authorization and execution of all the parties (a) filings with other than the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976Company or its Subsidiaries, as amended (the “HSR Act”applicable) thereto, all Company Material Contracts are valid, binding and any similar filings in foreign jurisdictions full force and (d) matters listed effect except as set forth in Section 3.19 2.18(c) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not except (i) violate any provision as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of the certificate of incorporation creditors generally and general equitable principles (whether considered in a proceeding in equity or bylaws of the Companyat law), and (ii) violateas the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. Neither the Company nor any of its Subsidiaries is in violation of any provision of, conflict or has committed or failed to perform any act which, with or result in the breach of any of the terms or conditions ofwithout notice, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) would constitute a breach or default under, any instrument, contract or other agreement to which under the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval provisions of, any governmental or regulatory bodyCompany Material Contract, or (vi) result except in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) each case for those violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, individually or in the aggregate, could would not reasonably be expected to have be material to the Company and its Subsidiaries taken as a whole. To the Knowledge of the Company, no Person other than the Company or any of its Subsidiaries, which is party to any Company Material Adverse Effect and Contract, is in violation of any material provision of, or has committed or failed to perform any act which, with or without notice, lapse of time or both, would not interfere with constitute a material breach or default under the ability provisions of any Company Material Contract. Except as set forth in Section 2.18(c)(i) of the Company to consummate Disclosure Letter, no Company Material Contract requires the transactions contemplated hereby obtaining of any consent, approval, novation or materially increase waiver of any third party in connection with the costs of consummation Merger. Except as set forth in Section 2.18(c)(ii) of the Offer Company Disclosure Letter, as of the date hereof, there are no new customer Contracts which are being actively negotiated and which would be required to be listed on Section 2.18(b) of the MergerCompany Disclosure Letter.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated hereinDelaware, (c) the any filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 2.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company, any Company Subsidiary or any Company Subsidiary Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger.the

No Breach. Except for (a) filings with under the SEC Securities Act, (b) filings under the Exchange Act, (bc) filings with the Secretary of State of Delaware and the State Secretary of Delaware contemplated hereinthe Commonwealth of Massachusetts, (cd) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) Act and any similar filings in foreign jurisdictions jurisdictions, (e) consents and waivers under Parent’s credit agreements and debt instruments and (df) the matters listed in Section 3.19 3.10 of the Company Parent Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company Parent and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the certificate charter or by-laws of incorporation or bylaws of the CompanyParent, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary Parent is a party or to which any of them it or any of their its assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries Parent or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryParent, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could will not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the Parent’s ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with under the SEC Securities Act, (b) filings under the Exchange Act, (bc) filings with the Secretary of State of Delaware and the State Secretary of Delaware contemplated hereinthe Commonwealth of Massachusetts, (cd) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) Act and any similar filings in foreign jurisdictions jurisdictions, (e) consents and waivers under Parent's credit agreements and debt instruments and (df) the matters listed in Section 3.19 3.10 of the Company Parent Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company Parent and the consummation by the Company it of the transactions contemplated hereby will not (i) violate any provision of the certificate charter or by-laws of incorporation or bylaws of the CompanyParent, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, terminate or accelerate obligations under or receive payment under under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary Parent is a party or to which any of them it or any of their its assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries Parent or by which any of the Company’s or the Company Subsidiaries’ its assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, body or (viv) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryParent, excluding from the foregoing clauses (ii), (iii), (iv), ) and (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could will not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the Parent's ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Mergerhereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the The execution, delivery and performance by the Company of this Agreement by the Company and each Warrant and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof do not and will not not: (i) violate any provision of the certificate of incorporation or bylaws by-laws or other charter or organizational documents of the Company, Company or any of its subsidiaries; (ii) violate, conflict with or result in the breach of any of the terms or conditions provisions of, result in a modification of the effect of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under cancel or receive payment under accelerate, or constitute (with or with without notice or lapse of time or both constituteboth) a default under, any instrument, material contract or other agreement to which the Company or any Company Subsidiary of its subsidiaries is a party or by or to which the Company or any subsidiary of them the Company or any of their respective assets or properties is may be bound or subject, ; (iii) violate any Law existing term or provision of any law, regulation, order, writ, judgment, injunction or decree applicable to the Company or the Company Subsidiaries or by which any of the Company’s its subsidiaries or the Company Subsidiaries’ any of their respective assets or properties is bound, properties; or (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation breach of any lien of the terms or other encumbrance on conditions of, constitute (with or without notice or lapse of time or both) a default under, or otherwise cause an impairment of, any material Permit. (b) Except for the assets or properties obligations of XxXxxx and the Company to JAP Equities, Inc. pursuant to the Stockholders' Agreement (the satisfaction of such obligations shall be a condition precedent to each Closing hereunder and the issuance of any securities of the Company or a Company Subsidiary, excluding from the foregoing clauses (iipursuant hereto), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability none of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation issuance of the Offer and Class C Shares, the MergerWarrants or the Warrant Shares is or will be subject to any preemptive or similar right.

No Breach. Except for (a) filings with the SEC under the Exchange ActThe execution and delivery of this Agreement by Company does not, (b) filings with the Secretary and, assuming approval of State this Agreement and confirmation of the State of Delaware contemplated herein, (c) Plan by the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure LetterBankruptcy Court, the execution, delivery and performance of this Agreement by the Company (including Reorganized Covanta) and the consummation by the Company of the transactions contemplated hereby Contemplated Transactions will not not: (i) conflict with or violate any provision of the any certificate of incorporation or bylaws by- laws of Company or Reorganized Covanta (to the extent that such document is then governing such entity) or any equivalent organizational documents of any Subsidiary or, to the knowledge of Company, Investment Entity; (ii) violate, conflict with or result violate any material Governmental Rule or Governmental Approval applicable to Company, Reorganized Covanta, any Subsidiary or, to the knowledge of Company, any Investment Entity, or by which any property or asset of Company, Reorganized Covanta, any Subsidiary with an aggregate value in the breach excess of any $1,000,000 is or may be bound or affected; or (iii) assuming that all Required Consents have been obtained or deemed by operation of the terms Plan or conditions ofthe Confirmation Orders to be given, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute a default (or an event which with or without notice or lapse of time or both constitutewould become a default) a default under, any instrument, contract or other agreement to which result in the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice toacceleration of, or permitgive to others any right of termination, consent amendment, modification, acceleration or approval cancellation of, any governmental or regulatory body, or (vi) result in the creation of an Lien, other than Liens under the Credit Agreements and Senior Secured Notes Indenture and any lien Liens permitted under the Credit Agreements, or other encumbrance on the assets require any notice, consent or properties waiver under any Material Contract. (b) Section 4.11(b) of the Company or Disclosure Schedule identifies each Material Contract in respect of which a Required Consent must be obtained. (c) Except as noted in Section 4.11(c) of the Company SubsidiaryDisclosure Schedule, excluding from no Material Contract contains any restriction upon (i) the foregoing clauses prepayment of any Exit Financing, (ii), ) the incurrence of Indebtedness by Company or any Subsidiary or (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of Company or any Subsidiary to grant any Lien on the properties or assets of Company or any Subsidiary. Section 4.11(c) of the Company Disclosure Schedule sets forth the amount of principal and unpaid interest outstanding under each instrument evidencing Indebtedness of Company and any Subsidiary, if any, that will accelerate or become due or result in a right on the part of the holder of such Indebtedness (with or without due notice or lapse of time) to consummate require prepayment, redemption or repurchase as a result of the transactions contemplated hereby execution of this Agreement or materially increase the costs of consummation of any of the Offer and the MergerContemplated Transactions.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings filing the Certificate of Merger with the Secretary of State of the State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, of 1976, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would will not materially interfere with the ability of the Company to consummate the transactions contemplated hereby hereby. Except as set forth in SECTION 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or materially increase will be required to give any notice to or obtain any consent or waiver from any individual or entity in connection with the costs execution and delivery of this Agreement or the consummation of the Offer and transactions contemplated hereby other than consents or waivers which, individually or in the Mergeraggregate, could not reasonably be expected to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Letternor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent or conditions of, approval which has not been obtained on or prior to the date hereof or notice under or result in modification of, require any notice a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings Subject to compliance with the SEC under the Exchange Act, (b) filings with the Secretary applicable requirements of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, Act of 1976, as amended (the “HSR Xxxx-Xxxxx-Xxxxxx Act”) ), neither the execution and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Company and of this Agreement, nor the performance by the Company of its obligations hereunder, nor the consummation by the Company of the transactions contemplated hereby will not hereby, will: (ia) conflict with or violate any provision of the certificate charter, by-laws or other organizational documents of incorporation the Company or bylaws CMS, each as amended or restated to date; (b) require on the part of the Company, (ii) violate, conflict with CMS or result in the breach of any of the terms or conditions of, result in modification of, require Shareholders any notice to or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice toor any permit, or permitauthorization, consent or approval of, any domestic or foreign court, arbitrational tribunal, administrative agency or commission or other domestic or foreign governmental or regulatory bodyauthority or agency (a “Governmental Entity”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any agreement, permit, indenture, instrument, Security Interest or other arrangement to which the Company or CMS is a party or by which the Company or CMS is bound or to which any of their respective assets is subject; (vid) result in the creation imposition of any lien or other encumbrance on the Security Interest upon any assets or properties of the Company or a Company SubsidiaryCMS; or (e) violate any order, excluding from writ, injunction, decree, statute, rule or regulation applicable to the foregoing clauses Company, CMS or any Principal Shareholders or any of their respective properties or assets. For purposes of this Agreement, “Security Interest” shall mean any mortgage, pledge, security interest, encumbrance, charge or other lien (iiwhether arising by contract or by operation of law), other than (iii)a) mechanic’s, material men’s and similar liens, (iv)b) liens arising under worker’s compensation, (v)unemployment insurance, social security, retirement and similar legislation, and (vic) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence liens on goods in transit incurred pursuant to documentary letters of whichcredit, in each case arising in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability ordinary course of business of the Company and CMS consistent with past practice (including with respect to consummate frequency and amount) (the transactions contemplated hereby or materially increase “Ordinary Course of Business”) and not material to the costs of consummation of the Offer Company and the MergerCMS, taken as a whole.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings filing the Certificate of Merger with the Secretary of State of the State of Delaware contemplated herein, and (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.19 of the Company Disclosure LetterSchedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ 's assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any governmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryCompany, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, could will not reasonably be expected to have a Company Material Adverse Effect and would not or materially interfere with the ability of the Company to consummate the transactions contemplated hereby hereby. Except as set forth in SECTION 2.19 of the Company Disclosure Schedule, the Company is not and will not be required to give any notice to or materially increase obtain any consent or waiver from any individual or entity in connection with the costs execution and delivery of this Agreement or the consummation of the Offer and the Mergertransactions contemplated hereby in order to avoid a modification or termination of, or a payment or default under a contract or agreement that is described in Section 2.11 or any other material contract or agreement with a third party.