Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not (a) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (b) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation of, any Contract, permit, authorization or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets are bound, (c) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Consents. (a) The execution and delivery by Parent each of Basic and Merger Subs Holdings of this AgreementAgreement and the Related Documents, the performance of the obligations of Basic and Holdings hereunder and thereunder and the consummation by Parent Basic and Merger Subs Holdings of the Mergers and the other transactions contemplated hereby and thereby in accordance with the terms hereof, do hereof and thereof will not (ai) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (b) violate, breach or conflict with or result in a breach of any provisions of the Basic Charter Documents or the Holdings Charter Documents, (ii) conflict with or result in a breach of any provisions of the Basic Subsidiary Charter Documents, (iii) violate, conflict with, result in a breach of any provision of, constitute a default (whether after the giving of noticeor an event which, with notice or lapse of time or both, would constitute a default) under, impair Basic’s rights under, alter the rights or obligations of third parties under, result in the termination of or in a right of termination or cancellation of, give rise to a right of terminationpurchase under, amendment, prepayment, additional or increased payments, acceleration or cancellation ofaccelerate the performance required by, any Basic Material Contract or other Contract, permit(iv) except in connection with the Holdings Credit Facilities, authorization or obligation to which Parent or result in the creation of any Lien (other than Permitted Liens) upon any of its the properties or assets of Basic or the Basic Subsidiaries is a party under any Basic Material Contract or by which Parent Basic or any of its the Basic Subsidiaries or any of their respective assets are boundproperties is bound or affected, (cv) violate result in any Basic Material Contract being declared void, voidable, or without further binding effect, (vi) otherwise result in a violation ofdetriment to Basic or any of the Basic Subsidiaries under any of the terms, conditions or provisions of any Basic Material Contract or other Contract by which Basic or any of the Basic Subsidiaries is bound or to which any of their properties is subject or (vii) (assuming that the consents and approvals referred to in Section 4.6(b) are duly and timely made or obtained and that the Basic Proposals are approved by the requisite Basic Stockholders), contravene, conflict with, with or constitute a default (whether after the giving violation of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, Applicable Law binding upon or enforceable against, Parent applicable to Basic or any of its the Basic Subsidiaries, except other than, in the case cases of clauses (ii) and through (iii) of this Section 7.5vii), any such violations, conflicts, breaches, defaults, violationsimpairments, terminations alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or breaches that would not reasonably be expected to havedetriments that, individually or in the aggregate, a Parent Material Adverse Effect. The execution have not had or caused and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually have or in the aggregate, cause a Parent Basic Material Adverse Effect.

No Conflict; Consents. The execution (a) Subject to the adoption and delivery by Parent and Merger Subs approval of this AgreementAgreement by the Stockholders, the execution, delivery and performance by each of the Selling Companies of this Agreement and the consummation by Parent and Merger Subs each of the Selling Companies of the transactions in accordance with the terms hereof, including, without limitation, the consummation of the Spin-Off, do not not, except as set forth on Section 5.4(a) of the Selling Companies Disclosure Schedule, (ai) violate or conflict with any of the Charter Documents or the respective charters, operating agreement or by-laws of Parent the Selling Companies or Merger Substhe organizational documents of any of their Subsidiaries, (bii) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation of, any Contract, permit, authorization or obligation to which Parent the Selling Companies or any of its their Subsidiaries is a party or by which Parent the Selling Companies or any of its their Subsidiaries or any of their respective assets are boundbound (other than the Senior Indebtedness, the Subordinated Indebtedness and any Fourth Merger Indebtedness), (ciii) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent the Selling Companies or any of its their Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 7.55.4(a), such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Selling Companies Material Adverse Effect.

No Conflict; Consents. The Except for filings under the HSR Act and as set forth on Section 4.04 of the Disclosure Schedule, the execution and delivery by Parent and Merger Subs ISI of this AgreementAgreement and the Ancillary Agreements, and the consummation by Parent and Merger Subs ISI of the transactions contemplated hereby and thereby in accordance with with, the terms hereofhereof and thereof, do not (a) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (bi) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of terminationtermination of, amendment, prepayment, additional or increased payments, acceleration or cancellation ofor acceleration under, (A) any ContractISI Material Agreement, permit, authorization license, or obligation Encumbrance to which Parent ISI or any of its Subsidiaries is a party or by which Parent ISI’s or any of its Subsidiaries or any of their respective Subsidiaries’ assets are bound, or (cB) any provision of the Organizational Documents of ISI or any of its Subsidiaries; (ii) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Lawlaw, Regulationregulation or rule, or any Order order of, or any restriction imposed by, any Court court or other Governmental Authority governmental agency or arbitrator applicable to, binding upon or enforceable against, Parent to ISI or any of its Subsidiaries, except and/or result in the case creation of clauses (ii) and any Encumbrance upon any of the assets of ISI or any of its Subsidiaries other than Permitted Encumbrances or (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent ISI or any of the Merger Subs its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third partyAuthority, except for except, in the case of each of (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder), and (iii) ii), where such other consentsviolation, approvalsconflict, noticesdefault, declaration termination or filingsfailure to provide notice or to obtain consent or approval, which if not obtained or madeas applicable, would not be reasonably be expected likely to havebe, individually or in the aggregate, a Parent Material Adverse Effectmaterial.

No Conflict; Consents. The execution and Except as set forth in Section 4.3 of the JBG Disclosure Letter, none of the execution, delivery by Parent and Merger Subs or performance of this AgreementAgreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a party, and the consummation by Parent such JBG Party and Merger Subs its Subsidiaries of the transactions in accordance with direct or indirect sale of its JBG Included Assets, the terms hereof, do not (a) violate Equity Issuance or conflict any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the respective charters, operating agreement provisions of this Agreement or by-laws of Parent or Merger Subs, any Ancillary Document will (bi) violate, breach or conflict with or result in any breach of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documents, (ii) require any filing by such JBG Party or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (x) compliance with any applicable requirements of the Exchange Act, (y) filings, permits, authorizations, consents, waiting period expirations or terminations, and approvals as may be required under the HSR Act or (z) such filings as may be required in connection with state and local Transfer Taxes), (iii) automatically result in a default modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (whether after the giving of notice, with or without notice or lapse of time or both) under, a default (or give rise to a any right to others, including, but not limited to, any right of termination, amendment, prepayment, additional cancellation or increased payments, acceleration or cancellation ofacceleration) under, any Contractof the terms, permitconditions or provisions of any JBG Ground Lease, authorization JBG Lease or obligation other material contract to which Parent such JBG Party or any of its Subsidiaries is a party or by which Parent any of their JBG Included Assets are bound, (iv) assuming that all consents, approvals, authorizations, and permits described in Section 4.3(ii)(y) have been obtained, and all filings and notifications described in Section 4.3(ii)(y) have been made and any waiting periods thereunder have terminated or expired, violate any order, writ, injunction, decree or Law applicable to such JBG Party or any of its Subsidiaries or any of their respective assets are boundproperties or assets, (cv) violate require any consent or result in a violation approval of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) undernotice to, any provision other Person, under any of the terms, conditions or provisions of (x) any LawJBG Ground Lease other than any JBG Ground Lease set forth in Section 4.3(v)(x) of the JBG Disclosure Letter (the “Required JBG Ground Lease Consents”), Regulation, or (y) any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent Joint Venture Agreement of a JBG Party or any of its SubsidiariesSubsidiaries other than any Joint Venture Agreement set forth on Section 4.3(v)(y) of the JBG Disclosure Letter (the “Required JBG JV Consents”), or (z) any Contract constituting an Indebtedness obligation of such JBG Party or any of its Subsidiaries that relates to any of the JBG Included Assets or pursuant to which Newco or any of its Subsidiaries (including, after the Closing, the JBG Included Entities and the JBG Management Entities) could become an obligor pursuant to the Transactions other than any such Contract set forth on Section 4.3(v)(z) of the JBG Disclosure Letter (the “Required JBG Debt Consents”), or (vi) require any consent or approval of, or notice to, any other Person, including, without limitation, from limited partners, members or parties to leases or other agreements or commitments, except in the case of as to clauses (i), (ii), (iv) and (iii) of this Section 7.5vi), respectively, for any such conflicts, defaults, violations, terminations breaches, defaults or breaches that would not reasonably be expected to haveother occurrences which, individually or in the aggregate, a Parent Material Adverse Effect. The execution would not materially and delivery by Parent and Merger Subs of this Agreement, and adversely affect any JBG Included Asset or JBG Management Entity or the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority contribution or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually contemplated herein or in the aggregate, a Parent Material Adverse Effectany JBG Contribution Agreement or JBG Merger Agreements.

No Conflict; Consents. The execution Except as would not have a Material Adverse Effect, the execution, delivery and delivery performance by Parent and Merger Subs the Purchaser of this Agreement, each of the Documents to which the Purchaser is a party and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not contemplated by such Documents will not: (a) violate or conflict with result in any violation of the respective chartersprovisions of the Fundamental Documents of the Purchaser, operating agreement or by-laws of Parent or Merger Subs, as applicable; (bb)(i) violate, breach or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right result in the creation or imposition of termination, amendment, prepayment, additional any Lien upon any property or increased payments, acceleration or cancellation ofassets of the Purchaser pursuant to, any Contractmaterial indenture, permitmortgage, authorization deed of trust, loan agreement or obligation other material agreement or instrument to which Parent or any of its Subsidiaries the Purchaser is a party or by which Parent the Purchaser is bound or to which any of the property or assets of the Purchaser is subject or (ii) result in any violation of any statute or any judgment, order, decree, rule or regulation of its Subsidiaries any court or any of their respective assets are bound, arbitrator or governmental agency or body having jurisdiction over the Purchaser; or (c) violate require the consent, approval, authorization or result in a violation order of, or conflict filing or registration with, any such court or constitute arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Purchaser of the Documents to which the Purchaser is a default (whether after party and the giving consummation of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiariesthe transactions contemplated hereby, except in for such consents, approvals, authorizations, orders, filings, registrations or qualifications (i) that shall have been obtained or made on or prior to the case of clauses date hereof, (ii) as may be required under state or foreign securities and blue sky laws and the rules and regulations of the National Association of Securities Dealers, Inc. or (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would which the failure to obtain the same could not reasonably be expected to have, individually or in adversely affect the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs ability of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent Purchaser to perform its material obligations under the HSR Act, and Documents to which the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, Purchaser is a Parent Material Adverse Effectparty.

No Conflict; Consents. The execution and delivery by Parent and Merger Subs the Company of this AgreementAgreement and each Transaction Document to which the Company will be a party, and the consummation by Parent and Merger Subs the Company of the Merger and the other transactions contemplated hereby and thereby in accordance 12 with the terms hereofhereof and thereof, do not and will not: (ai) violate or conflict with any of the respective chartersexcept as set forth on Schedule 3.4, operating agreement or by-laws of Parent or Merger Subsresult in a violation of, (b) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of immediate or early termination, amendment, prepayment, additional automatic or increased payments, optional material modification or acceleration of payment or cancellation ofother rights under, any Contract, permit, authorization Material Contract or obligation Company License to which Parent the Company or any of its Subsidiaries is a party to or by which Parent the Company’s or any of its Subsidiaries’ assets, properties or Securities are subject or bound; (ii) violate any provision of the Certificate of Incorporation or Bylaws or the organizational documents of any of the Company’s Subsidiaries; (iii) cause the Company or any of its Subsidiaries or any of their respective assets are bound, (c) to violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority Law applicable to, binding upon or enforceable against, Parent to the Company or any of its Subsidiaries; (iv) except as set forth on Schedule 3.4, except in the case of clauses (ii) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent the Company or any of the Merger Subs its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third partyPerson, except for (i) including any such notice, declaration, filing or consent that is necessary to prevent the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunderany right, and privilege, license or qualification of the Company or any of its Subsidiaries; or (iiiv) such other consentsexcept as set forth on Schedule 3.4, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or result in the aggregatecreation of any Encumbrance (other than a Permitted Encumbrance) or give to any Person other than Parent any interest, a Parent Material Adverse Effectright or claim, in or with respect to any of the Company’s or any of its Subsidiaries’ assets, properties or Securities.

No Conflict; Consents. The execution execution, delivery and delivery performance by Parent the Company and Merger Subs each of this Agreement, its subsidiaries of each of the Transaction Documents to which such entity is a party and the consummation by Parent and Merger Subs of the transactions in accordance with contemplated by the terms hereof, do Transaction Documents will not (ai) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (b) violate, breach or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (whether after the giving of notice, lapse of time or both) under, or, except for those permitted under the Credit Agreement, result in the creation or give rise to a right imposition of termination, amendment, prepayment, additional any Lien upon any property or increased payments, acceleration or cancellation of, any Contract, permit, authorization or obligation to which Parent assets of the Company or any of its Subsidiaries subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which Parent the Company or any of its Subsidiaries subsidiaries is bound or to which any of their respective the property or assets are bound, (c) violate or result in a violation of, or conflict with, or constitute a default (whether after of the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent Company or any of its Subsidiariessubsidiaries is subject, except in the case of clauses (ii) and (iii) of this Section 7.5for such conflict, such conflictsbreach or violation which would not, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually singularly or in the aggregate, have a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) result in any violation of the filing provisions of a prethe charter or by-merger notification and report from by Parent under laws of the HSR Act, and the expiration Company or termination any of applicable waiting periods thereunder, and its subsidiaries or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (assuming compliance by the Purchasers with their representations, warranties and agreements set forth in Article IV hereof, except for such other consentsconflict, approvalsbreach or violation which would not, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually singularly or in the aggregate, have a Parent Material Adverse Effect; and (assuming compliance by the Purchasers with their representations, warranties and agreements set forth in Article IV hereof) no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and each of its subsidiaries of each of the Transaction Documents to which each is a party and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made on or prior to the Closing Date, (ii) in the case of performance or compliance with the Registration Rights Agreement and the Registration Rights Agreement (as defined in the New Notes Indenture), such as may be required to be obtained or made under the Securities Act and the Trust Indenture Act of 1939, as amended (iii) as may be required under state or foreign securities and blue sky laws and the rules and regulations of the National Association of Securities Dealers, Inc. and (iv) as may be required to perfect Liens granted under the Credit Agreement.

No Conflict; Consents. The execution Except as set forth on Schedule 2.4 and assuming the consents, approvals and authorizations contemplated by Sections 2.7 and 4.3 are obtained and are in full and effect and notices have been duly given, none of the execution, delivery or the performance by Parent and Merger Subs Surebridge of this AgreementAgreement and the other agreements, documents and instruments contemplated hereby, nor the consummation by Parent and Merger Subs the Company of the transactions contemplated hereby: (w) results in accordance with the terms hereof, do not (a) violate creation or conflict with imposition of any Lien on any of the respective chartersproperty held by Surebridge or any of its Subsidiaries; (x) conflicts with, operating agreement contravenes or results in a breach of any provisions of the Charter or by-laws of Parent Surebridge or Merger Substhe organizational documents of any Subsidiary, each as presently in effect; (by) requires consent to assignment or otherwise, as a result of the transactions contemplated hereby (including to maintain in full force and effect any of the Material Contracts as a result of the transactions contemplated hereby), violates, or conflicts with, or results (or will violate, breach or conflict with or result result) in a breach of any provision of, or constitutes a default (whether after the giving of noticeor an event which, with or without notice or lapse of time or both, would constitute a default) under, or give gives rise to a any right of termination, amendmentcancellation or acceleration, prepaymentchange of control rights, additional modification, notification, enhancement of rights of third parties, revocation of grant of rights or increased paymentsassets, placement into or release from escrow of any assets of Surebridge or any of its Subsidiaries or acceleration or cancellation of, of any Contract, permit, authorization right or obligation of Surebridge or any of its Subsidiaries or a loss of any benefit to which Parent Surebridge or any of its Subsidiaries is entitled under any of the terms, conditions or provisions of any Material Contract (as defined in Section 2.13) to which Surebridge or any Subsidiary is a party or by which Parent Surebridge or any of its Subsidiaries Subsidiary or any of their respective assets are boundproperties is bound or affected; or (z) violates any order, (c) violate writ, injunction, decree, statute, law, rule or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, regulation applicable to Surebridge or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectSubsidiary.

No Conflict; Consents. The execution and Except as set forth in Section 4.3 of the Jaguar Disclosure Letter, none of the execution, delivery by Parent and Merger Subs or performance of this AgreementAgreement or any Ancillary Document to which such Jaguar Party or any of its Subsidiaries is a party, and the consummation by Parent such Jaguar Party and Merger Subs its Subsidiaries of the transactions in accordance with direct or indirect sale of its Included Assets, the terms hereof, do not (a) violate Equity Issuance or conflict any other Transaction or compliance by such Jaguar Party or any of its Subsidiaries with any of the respective charters, operating agreement provisions of this Agreement or by-laws of Parent or Merger Subs, any Ancillary Document will (bi) violate, breach or conflict with or result in any breach of any provision of such Jaguar Party’s or any of its Subsidiaries’ Governing Documents, (ii) require any filing by such Jaguar Party or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (x) compliance with any applicable requirements of the Exchange Act, (y) filings, permits, authorizations, consents, waiting period expirations or terminations, and approvals as may be required under the HSR Act or (z) such filings as may be required in connection with state and local transfer Taxes), (iii) automatically result in a default modification, violation or breach of, or constitute (whether after the giving of notice, with or without notice or lapse of time or both) under, a default (or give rise to a any right, including, but not limited to, any right of termination, amendment, prepayment, additional cancellation or increased payments, acceleration or cancellation ofacceleration) under, any Contractof the terms, permitconditions or provisions of any Jaguar Ground Lease, authorization Jaguar Lease or obligation other material contract to which Parent such Jaguar Party or any of its Subsidiaries is a party or by which Parent any of their Included Assets are bound, (iv) assuming that all consents, approvals, authorizations, waiting period expirations or terminations, and permits described in Section 4.3(ii)(y) have been obtained, and all filings and notifications described in Section 4.3(ii)(y) have been made, violate any order, writ, injunction, decree or Law applicable to such Jaguar Party or any of its Subsidiaries or any of their respective assets are boundproperties or assets, (cv) violate require any consent or result in a violation approval of, or conflict withnotice to, any other Person, under any of the terms, conditions or provisions of (x) any Jaguar Ground Lease other than any Jaguar Ground Lease set forth in Section 4.3(v)(x) of the Jaguar Disclosure Letter (the “Required Jaguar Ground Lease Consents”), (y) any Joint Venture Agreement other than any Joint Venture Agreement set forth on Section 4.3(v)(y) of the Jaguar Disclosure Letter (the “Required Jaguar JV Consents”), or constitute a default (whether after the giving z) any Contract constituting an Indebtedness obligation of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent such Jaguar Party or any of its SubsidiariesSubsidiaries that relates to any of the Included Assets or pursuant to which Giants or any of its Subsidiaries (including, after the Closing, the Included Entities and the Jaguar Management Entities) could become an obligor pursuant to the Transactions other than any such Contract set forth on Section 4.3(v)(z) of the Jaguar Disclosure Letter (the “Required Jaguar Debt Consents”), or (vi) require any consent or approval of, or notice to, any other Person, including, without limitation, from limited partners, members or parties to leases or other agreements, except in the case of as to clauses (i), (ii), (iv) and (iii) of this Section 7.5vi), respectively, for any such conflicts, defaults, violations, terminations breaches, defaults or breaches that other occurrences which would not reasonably be expected to have, individually materially and adversely affect any Included Asset or Jaguar Management Entity or the consummation of any contribution or merger contemplated herein or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and any Contribution Agreement or Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Consents. The execution Parent’s execution, delivery and delivery by Parent and Merger Subs performance of this AgreementAgreement and each EPD Group Member’s execution, delivery and performance of the Other Agreements to which it is a party and the consummation by Parent and Merger Subs of the transactions in accordance contemplated hereby and thereby do not, and will not, directly or indirectly (with the terms hereofor without notice or lapse of time or both), do not (a) (i) violate any EPD Group Member’s organizational documents, (ii) violate any Applicable Legal Requirement to which it or conflict with any of the respective charters, operating agreement or by-laws Purchased Assets is subject (assuming the receipt of Parent or Merger Subs, all Consents set forth in (b) violatebelow), (iii) result in the creation of any Lien (other than a Permitted Lien) upon any of the Purchased Assets (assuming the receipt of all Consents set forth in (b) below), or (iv) breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) undertermination or acceleration right, or give rise to a right in the loss of terminationany benefit, amendment, prepayment, additional under any Agreement or increased payments, acceleration or cancellation of, any Contract, permit, authorization or obligation permit to which Parent or any of its Subsidiaries it is a party or by which Parent it or any of its Subsidiaries or any the Purchased Assets is bound (assuming the receipt of their respective assets are bound, all Consents set forth in (cb) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiariesbelow), except in the case of clauses (ii) ), (iii), and (iiiiv) of this Section 7.5, above for such conflicts, defaults, violations, terminations or breaches that matters as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereofor (b) require any Consent of, do not require from Parent or any of the Merger Subs any notice to, declaration or declaration, filing or registration by any EPD Group Member with, or consent or approval of any Governmental Authority or other third party, except for Person other than: (i) the Merger Sub any Consent, notice or filing required by any Antitrust Law, which Consents, notices and filings are described on Schedule 4.03(b), (ii) such additional Consents, notices and filings set forth on Schedule 4.03(b) (the filing of a pre-merger notification and report from by “Parent under the HSR ActConsents”), and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consentsConsents, approvals, notices, declaration notices and filings the failure of which to obtain or filings, which if not obtained or made, make would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Parent Material Adverse Effect.

No Conflict; Consents. The (a) Except as set forth on Schedule 2.4(a), and provided any required approvals from Governmental Bodies are obtained, and required information filings with Governmental Bodies are made, as further addressed in Section 2.4(b) below, the execution and delivery by Parent and Merger Subs each of the Prospect Medical Parties of this AgreementAgreement and each other Transaction Document to which each of them is a party, and the consummation by Parent and Merger Subs of the transactions (excluding consideration of general collateral assignments of Material Contracts as a result of the applicable Prospect Medical Parties' execution and delivery of the Security Agreement, but including, as of the applicable Closing Date, the Distribution Transactions) contemplated hereby and thereby in accordance with the terms hereoftheir respective terms, do not not: (a) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (bi) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation of, or result in the triggering of any Contractpayments or the creation of a Encumbrance on any property or asset of Prospect Medical or the Prospect Medical Subsidiaries under any Material Contract or License (including, permitwithout limitation, authorization or obligation all Healthcare Licenses) to which Parent Prospect Medical or any of its the Prospect Medical Subsidiaries is a party or by which Parent Prospect Medical's or any of its Subsidiaries or any of their respective the Prospect Medical Subsidiaries' assets are bound; (ii) conflict with, or result in any violation of, any provision of the Certificate of Incorporation, the Bylaws, or any other organizational or governing documents of Prospect Medical or any Prospect Medical Subsidiary; or (ciii) violate or result in a violation of, or conflict with, of or constitute a default under (whether after the giving of notice, lapse of time or both) under), or result in the triggering of any payments or the creation of an Encumbrance on any property or asset of Prospect Medical or the Prospect Medical Subsidiaries under any provision of any Lawlaw, Regulationregulation or rule, or any Order order of, or any restriction imposed by, any Court court or other Governmental Authority governmental agency applicable to, binding upon or enforceable against, Parent to Prospect Medical or any of its the Prospect Medical Subsidiaries, including, without limitation, all applicable Laws regarding the paying, making, or declaring dividends or distributions by the Prospect Medical Parties and the Other Applicable Subsidiaries, except in the case of clauses clause (iii) and (iii) of this Section 7.5above, for such conflicts, defaults, violations, terminations breaches, defaults or breaches failure to receive consents that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or aggregate be material to any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectProspect Medical Party.

No Conflict; Consents. The execution Except as set forth on Schedule 3.4, no notice to, filing with, or authorization, consent or approval of any United States federal, state or local, or any supra-national or non-U.S., government, political subdivision, governmental, regulatory or administrative authority, department, instrumentality, agency body or commission, selfregulatory organization, court, tribunal or judicial body, including the U.S. Securities and Exchange Commission (a “Governmental Body”) is necessary for the execution, delivery by Parent and Merger Subs or performance of this Agreement, and Agreement by the Company or the consummation by Parent and Merger Subs the Company of the transactions in accordance with the terms hereofcontemplated hereby, do not except for (a) violate compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or conflict with any termination of the respective chartersapplicable waiting period thereunder and obtaining the consents and approvals (or making the notices and filings, operating agreement or by-laws of Parent or Merger Subsas applicable) under the Competition/Investment Laws which are listed on Schedule 3.4, (b) violatethose the failure of which to obtain or make would not reasonably be expected to be material to the Company and its Subsidiaries, breach taken as a whole, and (c) those that may be required solely by reason of Buyer’s or Merger Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or performance by the Company of this Agreement or any Transaction Document to which it is a party nor the consummation by the Company of the transactions contemplated hereby or thereby will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement or other organizational documents or duly adopted resolutions of the board of directors or similar governing body of the Company or any Company Subsidiary, (ii) except as set forth on Schedule 3.4, result in a default violation or breach of, or cause acceleration, or constitute (whether after the giving of notice, with or without due notice or lapse of time or both) under, a default (or give rise to a any right of termination, amendmentcancellation or acceleration) under any of the terms, prepayment, additional conditions or increased payments, acceleration provisions of any Significant Contract or cancellation of, any Contract, permit, authorization or obligation Real Property Lease to which Parent the Company or any of its Subsidiaries Company Subsidiary is a party or by which Parent or any of its Subsidiaries them or any of their respective properties or assets are may be bound, (c) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification compliance with and report from by Parent filings under the HSR Act, Act and the expiration or termination of the applicable waiting periods period thereunder, obtaining the consents and approvals (or making the notices and filings, as applicable) under the Competition/Investment Laws listed on Schedule 3.4 and compliance with and filings under any Competition/Investment Laws or other Laws that may be required solely by reason of Buyer’s or Merger Sub’s (as opposed to any other third party’s) participation in the transactions contemplated hereby, violate any order, writ, injunction, decree, law, statute, rule or regulation of any Governmental Body having jurisdiction over the Company or any Company Subsidiary or any of their respective material properties or assets, or (iv) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the material assets of the Company or any Company Subsidiary, which in the case of any of clauses (ii), (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or madeand (iv) above, would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Parent Material Adverse Effectwhole.

No Conflict; Consents. (a) The execution and delivery by Parent and Merger Subs Sub of this AgreementAgreement and the Related Documents, the performance of Parent and Merger Sub’s obligations hereunder and thereunder and the consummation by Parent and Merger Subs Sub of the Merger and the other transactions contemplated hereunder and thereunder in accordance with the terms hereof, do hereof will not (ai) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (b) violate, breach or conflict with or result in a breach of any provisions of the Parent Charter Documents or Merger Sub Charter Documents of any U.S. Parent Subsidiary or materially conflict with or result in a material breach of any provisions of the Parent Subsidiary Charter Documents of any non-U.S. Parent Subsidiary, (ii) violate, or conflict with, or result in a breach of any provision of, or constitute a default (whether after the giving of noticeor an event which, with notice or lapse of time or both, would constitute a default) under, or impair Parent and Merger Sub’s rights under or alter the rights or obligations of third parties under or result in the termination or in a right of termination or cancellation of, or give rise to a right of terminationpurchase under, amendment, prepayment, additional or increased payments, acceleration or cancellation ofaccelerate the performance required by, any ContractParent Material Contract or other Contract or result in the creation of any Lien upon any of the properties or assets of Parent or its Subsidiaries under, permitor result in being declared void, authorization voidable, or obligation without further binding effect, or otherwise result in a detriment to which Parent or any of its Subsidiaries is a party under, any of the terms, conditions or provisions of, any Parent Material Contract or other Contract, or by which Parent or any of its Subsidiaries or any of their respective assets are boundproperties is bound or affected or (iii) subject to the filings and other matters referred to in Section 5.8, (c) violate or result in a violation of, contravene or conflict with, with or constitute a default (whether after the giving violation of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, Law binding upon or enforceable against, applicable to Parent or any of its Subsidiaries, except other than, in the case cases of clauses (ii) and through (iii) of this Section 7.5), any such violations, conflicts, breaches, defaults, violationsimpairments, terminations alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or breaches that detriments which individually or in the aggregate would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflict; Consents. (a) The execution and delivery by Parent the Stockholder Representative and Merger Subs the Sellers of this Agreement, the Indemnity and Earnout Escrow Agreement, the Retention Program Escrow Agreement and any other documents required to be executed and delivered by the Stockholder Representative and the Sellers under this Agreement (collectively, the “Seller Documents”) do not, and the consummation by Parent and Merger Subs of the transactions in accordance with contemplated hereunder and thereunder (assuming the terms hereof, do not Required Consents are obtained on or prior to Closing) will not: (ai) violate or conflict with any the Organizational Documents of the respective charters, operating agreement Company or by-laws any Company Subsidiary; (ii) constitute a material breach of Parent or Merger Subs, (b) violate, breach or conflict with or result in a material default under (whether after with or without the giving of notice, notice or the lapse of time or both) undertime), or give rise to result in the other party having a right of termination, amendment, prepayment, additional cancellation or increased payments, acceleration or cancellation ofunder, any Significant Contract; (iii) result, permitin any material respect, authorization or obligation to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets are bound, (c) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Applicable Law, Regulation, ; (iv) result in the creation or imposition of any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding Liens upon or enforceable against, Parent or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations assets or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs properties of the transactions in accordance with the terms hereof, do not require from Parent Company or any of the Merger Subs Company Subsidiaries or upon the Shares (other than any notice toLiens arising due to actions of the Purchaser); (v) except as contemplated by the Retention Program or Sale Bonus Program, declaration or filing withresult in the payment of, or consent the creation of any obligation, absolute or approval contingent, to pay, on behalf of the Company or any Company Subsidiary, any severance, termination, “golden parachute” or other similar payment, whether pursuant to a Contract or under Applicable Law with respect to any U.S. employee of the Company or any Company Subsidiary, any amount; (vi) except as contemplated by the Retention Program or Sale Bonus Program, result in the payment of, or the creation of any obligation, absolute or contingent, to pay, on behalf of the Company or any Company Subsidiary, any severance, termination, “golden parachute” or other similar payment, which is material in amount, whether pursuant to a Contract or under Applicable Law with respect to any non-U.S. employee of the Company or any Company Subsidiary; or (vii) give any Governmental Authority the right to revoke, suspend, modify or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectterminate any material Company Permit.

No Conflict; Consents. The execution and delivery by Parent and Merger Subs the Company of this Agreement, and the consummation by Parent and Merger Subs the Company of the transactions contemplated hereby in accordance with the terms hereof, do not (ai) violate or conflict with any of the respective chartersexcept as set forth on Schedule 4.4, operating agreement or by-laws of Parent or Merger Subs, (b) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination, amendment, prepayment, additional material modification or increased payments, acceleration or cancellation of, any ContractFranchise, permit, authorization Material Contract or obligation material Company License to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company’s or any of its Subsidiaries or any of their respective Subsidiaries’ assets are bound, ; (cii) violate any provision of the Company’s or result in a violation of, its Subsidiaries’ certificate of incorporation or conflict with, bylaws (or constitute a default other organizational documents); (whether after iii) cause the giving of notice, lapse of time Company or both) under, its Subsidiaries to violate any provision of any Lawlaw, Regulationregulation or rule, or any Order order of, or any restriction imposed by, any Court court or other Governmental Authority applicable to, binding upon or enforceable against, Parent to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) of this Section 7.5, where such conflicts, defaults, violations, terminations or breaches that violation would not be reasonably be expected likely to have, individually or in the aggregate, a Parent Company Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement; (iv) except as set forth on Schedule 4.4, and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent the Company or any of the Merger Subs its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) including any such notice, declaration, filing or consent that is necessary to prevent the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunderany right, and privilege, license or qualification of the Company or its Subsidiaries; or (iiiv) such other consentsexcept as set forth on Schedule 4.4, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or result in the aggregatecreation of any Encumbrance or give to any Person other than Parent or MergerCo any interest, a Parent Material Adverse Effectright or claim, in or with respect to any of the Company’s or its Subsidiaries’ assets or properties.

No Conflict; Consents. The (a) Except as set forth on Schedule 2.5(a), and assuming the notices, declarations, filings and Consents set forth in Schedule 2.5(b) are made or obtained, the execution and delivery by Parent and Merger Subs Seller of this AgreementAgreement and the other agreements, documents and instruments contemplated hereby, and the consummation by Parent and Merger Subs Seller of the transactions in accordance with the terms hereof, do not (a) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (bi) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under), or give rise to a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation of, other change of any Contract, permit, authorization material right or obligation or the loss of any material benefit to which Parent the Company or any of its Subsidiaries is entitled, under any Contract or Governmental Authorization to which Seller, the Company, or any of the Company's Subsidiaries is a party or by which Parent Seller, the Company, or any of its the Company's Subsidiaries or any of their respective assets are bound, (cii) conflict with or result in any violation of, any provision of the Seller Certificate, the Seller LLC Agreement, the Company Charter, the Company By-laws or the charter, by-laws or other organizational documents of any Subsidiary of the Company; (iii) violate in any material respect or result in a material violation of, or conflict with, or constitute a material default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, RegulationLegal Requirement, or any Order writ, order, judgment, injunction or decree of, or any restriction imposed by, any Court U.S. federal, provincial, state, local or other foreign government, any governmental, regulatory or administrative authority, agency, bureau or commission or any court, tribunal or judicial or arbitral body (a "Governmental Authority Authority") applicable toto Seller, binding upon the Company, or enforceable against, Parent any of the Company's Subsidiaries or the business or properties of the Company or any of its Subsidiaries, except ; or (iv) result in the case creation or imposition of clauses any Encumbrance (iiother than Permitted Encumbrances) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs on any asset of the transactions in accordance with the terms hereof, do not require from Parent Company or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectits Subsidiaries.

No Conflict; Consents. The execution (a) Except as set forth in Section 2.4(b) of the Seller Disclosure Schedules, the execution, delivery and delivery by Parent and Merger Subs performance of this AgreementAgreement and any Related Documents by such Seller, and the consummation by Parent and Merger Subs such Seller of the transactions in accordance with the terms hereofcontemplated hereby and thereby, do will not (ai) violate or conflict with result in any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (b) violate, breach or conflict with violation of, or result in a default (whether after the giving of noticeunder, lapse of time require consent, notification or both) approval under, or give rise to a right of termination, amendment, prepayment, additional or increased payments, acceleration termination or cancellation ofof any obligation or right under, any Contract, permit, authorization Permits or obligation to which Parent Contracts binding upon such Seller or any of its Subsidiaries assets or properties, or result in the creation of any Lien upon any of the properties or assets of such Seller, (ii) if such Seller is a party an entity, conflict with or result in any violation of any provision of the certificate of formation, limited liability company agreement, certificate of limited partnership, limited partnership agreement, certificate of incorporation or bylaws (or other comparable governing documents), in each case as amended, of such Seller, or (iii) assuming that the Consents, filings, registrations and notifications referred to in Section 2.4(b) below or in Section 2.4(b) of the Seller Disclosure Schedules are duly made or obtained, as the case may be, conflict with or violate in any material respect any Laws applicable to such Seller or by which Parent any property or any asset of its Subsidiaries such Seller is subject or any of their respective assets are bound, (c) violate or result in a violation ofother than, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiaries, except in the case of clauses clause (iii) and (iii) of this Section 7.5above, any such conflictsviolations, breaches, defaults, violationsconsents, terminations notifications, approvals, rights of termination or breaches cancellation, Liens or conflicts that would not reasonably be expected prevent nor impair such Seller’s ability to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs of consummate the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectcontemplated hereby.

No Conflict; Consents. Except as set forth on Section 3.3 of the Disclosure Letter: (a) The execution execution, delivery and delivery by Parent and Merger Subs performance of this AgreementAgreement and the other Transaction Documents to which any of the Sellers is a party by the Sellers, as applicable, does not, and the fulfillment and compliance with the terms and conditions hereof and thereof and the consummation by Parent and Merger Subs of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, result in accordance with any breach of, or require the terms hereofconsent of any Person under, do not (a) violate or conflict with any of the respective chartersterms, operating agreement conditions or by-laws provisions of Parent or Merger Subs, the organizational documents of any of the Sellers; (bii) violate, breach or conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any of the Sellers or the Assets; (iii) conflict with, result in a breach of, constitute a default under (whether after with notice or the giving of notice, lapse of time or both) ), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or give rise to result in the suspension, termination or cancellation of, or in a right of terminationsuspension, amendment, prepayment, additional or increased payments, acceleration termination or cancellation of, any Contractindenture, mortgage, agreement, contract, commitment, right of way, license, concession, permit, authorization or obligation lease, refinery gas supply contract to which Parent or Shell Chemical is a party that constitutes a source of supply of refinery gas to Shell Chemical that is shipped on any of its Subsidiaries the RG Pipelines, joint venture or other instrument to which any Seller is a party or by which Parent or any of its Subsidiaries them are bound or to which any of their respective assets the Assets are bound, subject; or (civ) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision creation of any LawLien (other than Permitted Liens) on any of the Assets under any such indenture, Regulationmortgage, or any Order ofagreement, or any restriction imposed bycontract, any Court commitment, right of way, license, concession, permit, lease, joint venture or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiariesinstrument, except in the case of clauses (ii), (iii) and (iiiiv) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to havefor those items which, individually or in the aggregate, would not reasonably be expected to have a Parent Seller Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, and the consummation by Parent and Merger Subs Effect or result in any material liability or obligation of the transactions in accordance with the terms hereofPurchasers (other than any liability or obligation hereunder); and 13 (b) No consent, do not require from Parent approval, license, permit, order or any of the Merger Subs any notice to, declaration or filing with, or consent or approval authorization of any Governmental Authority or other third partyPerson is required to be obtained or made by or with respect to the Sellers with respect to the Assets in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which any of the Sellers is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) as have been waived or obtained or with respect to which the Merger Sub Consents, time for asserting such right has expired or (ii) for those which individually or in the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, notices, declaration or filings, which if not obtained or made, aggregate would not reasonably be expected to havehave a Seller Material Adverse Effect (including such consents, individually approvals, licenses, permits, orders or authorizations that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the aggregate, a Parent Material Adverse Effectordinary course of business following the Closing).

No Conflict; Consents. The execution execution, delivery and delivery performance by Parent and Merger Subs the Purchaser of this Agreement, Agreement and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do contemplated hereby will not (a) violate or conflict with result in any violation of the respective charters, operating agreement or by-laws provisions of Parent or Merger Subs, the Fundamental Documents of the Purchaser; (b) violateexcept as could not reasonably be expected to adversely affect the ability of the Purchaser to perform its obligations under Section 2.2, breach 2.3 or 2.4 or any other material obligations under this Agreement (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right result in the creation or imposition of termination, amendment, prepayment, additional any lien upon any property or increased payments, acceleration or cancellation ofassets of the Purchaser pursuant to, any Contractmaterial indenture, permitmortgage, authorization deed of trust, loan agreement or obligation other material agreement or instrument to which Parent or any of its Subsidiaries the Purchaser is a party or by which Parent the Purchaser is bound or to which any of the property or assets of the Purchaser is subject or (ii) result in any violation of any statute or any judgment, order, decree, rule or regulation of its Subsidiaries any court or any of their respective assets are bound, arbitrator or governmental agency or body having jurisdiction over the Purchaser; or (c) violate require the consent, approval, authorization or result in a violation order of, or conflict filing or registration with, any such court or constitute a default (whether after arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the giving of noticeexecution, lapse of time or both) under, any provision of any Law, Regulation, or any Order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent or any of its Subsidiaries, except in delivery and performance by the case of clauses (ii) and (iii) Purchaser of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreement, Agreement and the consummation by Parent and Merger Subs of the transactions in accordance with the terms hereof, do not require from Parent or any of the Merger Subs any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third partycontemplated by hereby, except for (i) the Merger Sub Consents, (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) such other consents, approvals, noticesauthorizations, declaration or filings, registrations or qualifications (i) which if not shall have been obtained or mademade on or prior to the date hereof, would not reasonably and (ii) as may be expected to haverequired under state or foreign securities and blue sky laws and the rules and regulations of the National Association of Securities Dealers, individually or in the aggregate, a Parent Material Adverse Effect.Inc.

No Conflict; Consents. The Except as set forth on Schedule 4.4, the execution and delivery by Parent and Merger Subs the Company of this AgreementAgreement and the other Transaction Documents to which it is or will be a party, and the consummation by Parent and Merger Subs the Company of the transactions contemplated hereby and thereby in accordance with the terms hereofhereof and thereof, do not and will not (a) violate or conflict with any of the respective charters, operating agreement or by-laws of Parent or Merger Subs, (bi) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation of, any Contractcontract, agreement, instrument, indenture, permit, authorization license or obligation to which Parent the Company or any of its Subsidiaries is a party or by which Parent the Company or any of its Subsidiaries or any property or asset of their respective assets the Company or any of its Subsidiaries are bound; (ii) subject to receipt of the Company Shareholder Approval, violate or conflict with or (cwhether after the giving of notice, lapse of time or both) under any provision of the Certificate of Incorporation or By-Laws; (iii) violate or result in a violation of, or conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Lawlaw, Regulationregulation or rule, or any Order order of, or any restriction imposed by, any Court or other Governmental Authority applicable to, binding upon or enforceable against, Parent to the Company or any of its SubsidiariesSubsidiaries or (iv) except for (A) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, except in the case of clauses (ii) and (iii) of this Section 7.5, such conflicts, defaults, violations, terminations or breaches that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The execution and delivery by Parent and Merger Subs of this Agreementas amended, and the consummation by Parent rules and Merger Subs regulations thereunder (the “HSR Act”) and the termination of the transactions in accordance waiting period required thereunder, (B) the filing of the Certificate of Merger with the terms hereofSecretary of State of the State of New York, do not require from Parent the Company or any of the Merger Subs its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, except for except, in the case of clauses (i) the Merger Sub Consents), (ii) the filing of a pre-merger notification and report from by Parent under the HSR Act, and the expiration or termination of applicable waiting periods thereunder, and (iii) and (iv), where such other consentsviolation, approvalsconflict, noticesdefault, declaration termination or filingsfailure to provide notice or to obtain consent or approval, which if not obtained or madeas applicable, would could not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect.