Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. Except as set forth in Section 4.3 of the JBG Disclosure Letter, none of the execution, delivery or performance of this Agreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will (i) 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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party or any of its Subsidiaries is a party or by which 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 properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreements.

No Conflict; Consents. Except as set forth in Section 4.3 (a) The execution and delivery by each of the JBG Disclosure Letter, none of the execution, delivery or performance Basic and Holdings of this Agreement or any Ancillary Document to which such JBG Party or any and the Related Documents, the performance of its Subsidiaries is a party, the obligations of Basic and Holdings hereunder and thereunder and the consummation by such JBG Party Basic and its Subsidiaries Holdings of the direct or indirect sale of its JBG Included Assets, Mergers and the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries transactions contemplated hereby and thereby in accordance with any of the provisions of this Agreement or any Ancillary Document terms hereof and thereof will not (i) conflict with or result in any a breach of any provision provisions of such JBG Party’s the Basic Charter Documents or any of its Subsidiaries’ Governing the Holdings Charter Documents, (ii) require any filing by such JBG Party conflict with or any of its Subsidiaries with, or the obtaining result in a breach of any permit, authorization, consent or approval of, any Governmental Entity (except for (x) compliance with any applicable requirements provisions 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)Basic Subsidiary Charter Documents, (iii) automatically violate, conflict with, result in a modification, violation or breach of any provision of, constitute a default (or material increase in cost or obligation of such JBG Party or any of its Subsidiariesan event which, or constitute (with or without 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 default (right of termination or cancellation of, give rise to any a right to othersof purchase under, including, but not limited toor accelerate the performance required by, any right Basic Material Contract or other Contract, (iv) except in connection with the Holdings Credit Facilities, result in the creation of terminationany Lien (other than Permitted Liens) upon any of the properties or assets of Basic or the Basic Subsidiaries under any Basic Material Contract or by which Basic or the Basic Subsidiaries or any of their properties is bound or affected, amendment(v) result in any Basic Material Contract being declared void, cancellation voidable, or accelerationwithout further binding effect, (vi) under, otherwise result in a detriment to Basic or any of the Basic Subsidiaries under any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease Basic Material Contract or other material contract to Contract by which such JBG Party Basic or any of its the Basic Subsidiaries is a party bound or by to which any of their JBG Included Assets are bound, properties is subject or (ivvii) (assuming that all consents, approvals, authorizations, the consents and permits described approvals referred to in Section 4.3(ii)(y4.6(b) have been obtainedare duly and timely made or obtained and that the Basic Proposals are approved by the requisite Basic Stockholders), and all filings and notifications described in Section 4.3(ii)(y) have been made and contravene, conflict with or constitute a violation of any waiting periods thereunder have terminated provision of any Applicable Law binding upon or expired, violate any order, writ, injunction, decree or Law applicable to such JBG Party Basic or any of its Subsidiaries or any the Basic Subsidiaries, other than, in the cases of their respective properties or assets, clauses (vii) require any consent or approval of, or notice tothrough (vii), any other Personsuch violations, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, terminations, cancellations, purchase rights, accelerations, Liens, voidings or other occurrences whichdetriments that, individually or in the aggregate, have not had or caused and would not materially and adversely affect any JBG Included Asset reasonably be expected to have or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementscause a Basic Material Adverse Effect.

No Conflict; Consents. Except as set forth in Section 4.3 (a) Subject to the adoption and approval of this Agreement by the JBG Disclosure LetterStockholders, none of the execution, delivery or and performance by each of the Selling Companies of this Agreement or any Ancillary Document to which such JBG Party or any and the consummation by each of its Subsidiaries is a partythe Selling Companies of the transactions in accordance with the terms hereof, including, without limitation, the consummation by such JBG Party and its Subsidiaries of the direct Spin-Off, do not, except as set forth on Section 5.4(a) of the Selling Companies Disclosure Schedule, (i) violate or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries conflict with any of the provisions Charter Documents or the respective by-laws of this Agreement the Selling Companies or the organizational documents of any Ancillary Document will of their Subsidiaries, (iii) violate, breach or conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation or acceleration) underof, any of the termsContract, conditions permit, authorization or provisions of any JBG Ground Lease, JBG Lease or other material contract obligation to which such JBG Party the Selling Companies or any of its their Subsidiaries is a party or by which the Selling Companies or 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 properties or assetsassets are bound (other than the Senior Indebtedness, the Subordinated Indebtedness and any Fourth Merger Indebtedness), (viii) require any consent violate or approval result in a violation of, or notice 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, any other Personbinding upon or enforceable against, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party Selling Companies or any of its Subsidiaries 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 commitmentstheir Subsidiaries, except as to in the case of clauses (i), (ii), (iv) and (viiii) of this Section 5.4(a), respectively, for any such conflicts, defaults, violations, breaches, defaults terminations or other occurrences whichbreaches that would not reasonably be expected to have, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementsa Selling Companies Material Adverse Effect.

No Conflict; Consents. Except as set forth in Section 4.3 of the JBG Disclosure Letter, none of the execution, The execution and delivery or performance by Parent and Merger Subs of this Agreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a partyAgreement, and the consummation by such JBG Party Parent and its Subsidiaries Merger Subs of the direct transactions in accordance with the terms hereof, do not (a) violate or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries conflict with any of the provisions respective charters, operating agreement or by-laws of this Agreement Parent or any Ancillary Document will Merger Subs, (ib) violate, breach or conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, prepayment, additional or increased payments, acceleration or cancellation or acceleration) underof, any of the termsContract, conditions permit, authorization or provisions of any JBG Ground Lease, JBG Lease or other material contract obligation to which such JBG Party Parent or any of its Subsidiaries is a party or by which 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 Parent or any of its Subsidiaries or any of their respective properties or assetsassets are bound, (vc) require any consent violate or approval result in a violation of, or notice 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, any other Personbinding upon or enforceable against, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party Parent or any of its Subsidiaries 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 commitmentsSubsidiaries, except as to in the case of clauses (i), (ii), (iv) and (vi)iii) of this Section 7.5, respectively, for any such conflicts, defaults, violations, breaches, defaults terminations or other occurrences whichbreaches 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 materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein reasonably be expected to have, individually or in any JBG Contribution Agreement or JBG Merger Agreementsthe aggregate, a Parent Material Adverse Effect.

No Conflict; Consents. (a) Except as set forth in Section 4.3 2.4(b) of the JBG Seller Disclosure LetterSchedules, none of the execution, delivery or and performance of this Agreement and any Related Documents by such Seller, and the consummation by such Seller of the transactions contemplated hereby and thereby, will not (i) result in any breach or violation of, or default under, require consent, notification or approval under, or give rise to a right of termination or cancellation of any Ancillary Document to which obligation or right under, any Permits or Contracts binding upon such JBG Party Seller or any of its Subsidiaries is a partyassets or properties, or result in the consummation by such JBG Party and its Subsidiaries creation of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with Lien upon any of the provisions properties or assets of this Agreement or any Ancillary Document will such Seller, (iii) if such Seller is an entity, conflict with or result in any breach 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 JBG Party’s or any of its Subsidiaries’ Governing Documents, (ii) require any filing by such JBG Party or any of its Subsidiaries withSeller, 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 assuming that the Consents, filings, registrations and notifications referred to in a modificationSection 2.4(b) below or in Section 2.4(b) of the Seller Disclosure Schedules are duly made or obtained, violation or breach ofas the case may be, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (conflict with or without notice or lapse of time or both) a default (or give rise violate in any material respect any Laws applicable to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party or any of its Subsidiaries is a party Seller or by which any property or asset of their JBG Included Assets are such Seller is subject or bound, other than, in the case of clause (ivi) 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 properties or assets, (v) require any consent or approval of, or notice toabove, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults defaults, consents, notifications, approvals, rights of termination or other occurrences whichcancellation, individually Liens or in the aggregate, conflicts that would not materially and adversely affect any JBG Included Asset or JBG Management Entity or prevent nor impair such Seller’s ability to consummate the consummation of any contribution or merger transactions contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementshereby.

No Conflict; Consents. Except as set forth in on Section 4.3 4.4 of the JBG Disclosure LetterSchedules, none of the execution, delivery or and performance by TransTex of this Agreement or any Ancillary Document and each of the other Transaction Documents to which such JBG Party or any of its Subsidiaries TransTex is a party, party and the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assetstransactions contemplated hereby and thereby do not and will not (a) violate, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will (i) conflict with or result in any breach of a default under, any provision of, or result in the breach of, or constitute an event which, after notice or lapse of time or both, would result in a violation, breach or default under, or accelerate the performance required, under, or result in the termination of or give any Person the right to terminate, any Assigned Contract to which TransTex is a party, except for such JBG Party’s violations, breaches and defaults (or any rights of its Subsidiaries’ Governing Documentstermination, cancellation or acceleration or Lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained, (iib) require any filing by such JBG Party assuming compliance with the matters addressed in this Section 4.4, violate, conflict with or any of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval result in a default of, any Governmental Entity (except for (x) compliance with any applicable requirements provision of, or result in the breach of, or constitute an event which, after notice or lapse of the Exchange Acttime or both, (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 would result in a modification, violation or breach of, or material increase in cost default, under any applicable Law, Permit or obligation Order binding upon or applicable to TransTex or the Business, (c) violate or conflict with the certificate of such JBG Party formation, the limited partnership agreement or any other organizational or governing documents of its SubsidiariesTransTex, or constitute (d) result in the creation or imposition of any Lien, with or without notice or lapse of time or both) a default , on the Purchased Assets (other than Permitted Liens). No consent, approval, Permit, Order, declaration or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party or any of its Subsidiaries is a party or by which 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 properties or assets, (v) require any consent or approval offiling with, or notice to, any Governmental Authority or other Person, under Person is required by or with respect to TransTex in connection with the execution and delivery of this Agreement or any of the terms, conditions or provisions of (x) any JBG Ground Lease other than any JBG Ground Lease set forth in Section 4.3(v)(x) Transaction Documents and the consummation of the JBG Disclosure Letter (the “Required JBG Ground Lease Consents”)transactions contemplated hereby and thereby, (y) any Joint Venture Agreement of a JBG Party except for those consents, approvals, Permits, Orders, declarations or any of its Subsidiaries other than any Joint Venture Agreement filings, or notices set forth on Section 4.3(v)(y) 4.4 of the JBG Disclosure Letter Schedules (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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreements.TransTex

No Conflict; Consents. Except as set forth in Section 4.3 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 JBG Disclosure Letter, none of U.S. Securities and Exchange Commission (a “Governmental Body”) is necessary for the execution, delivery or performance of this Agreement by the Company or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party the Company of the transactions contemplated hereby, except for (a) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or termination of the applicable waiting period thereunder and obtaining the consents and approvals (or making the notices and filings, as applicable) under the Competition/Investment Laws which are listed on Schedule 3.4, (b) those the failure of which to obtain or make would not reasonably be expected to be material to the Company and its Subsidiaries Subsidiaries, taken as a whole, and (c) those that may be required solely by reason of the direct Buyer’s or indirect sale of its JBG Included Assets, the Equity Issuance or Merger Sub’s (as opposed to any other Transaction third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery or compliance performance by such JBG Party or any of its Subsidiaries with any of the provisions Company of this Agreement or any Ancillary 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 such JBG Party’s 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 of its Subsidiaries’ Governing DocumentsCompany Subsidiary, (ii) require any filing by such JBG Party or any of its Subsidiaries withexcept as set forth on Schedule 3.4, 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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiariescause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any JBG Ground Lease, JBG Significant Contract or Real Property Lease or other material contract to which such JBG Party the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them or any of their JBG Included Assets are respective properties or assets may be bound, (iviii) assuming except for compliance with and filings under the HSR Act and the expiration or termination of the applicable waiting 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 all consents, approvals, authorizations, and permits described may be required solely by reason of Buyer’s or Merger Sub’s (as opposed to any other third party’s) participation 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 expiredthe transactions contemplated hereby, violate any order, writ, injunction, decree decree, law, statute, rule or Law applicable to such JBG Party regulation of any Governmental Body having jurisdiction over the Company or any of its Subsidiaries Company Subsidiary or any of their respective material properties or assets, or (viv) require except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any consent or approval of, or notice to, any other Person, under Lien upon any of the terms, conditions or provisions of (x) any JBG Ground Lease other than any JBG Ground Lease set forth in Section 4.3(v)(x) material assets of the JBG Disclosure Letter (the “Required JBG Ground Lease Consents”), (y) any Joint Venture Agreement of a JBG Party Company or any Company Subsidiary, which in the case of its Subsidiaries 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 as to clauses (i), (ii), (iviii) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregateiv) above, would not materially reasonably be expected to be material to the Company and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementsits Subsidiaries, taken as a whole.

No Conflict; Consents. Except as set forth in Section 4.3 of on Schedule 4.4, the JBG Disclosure Letter, none of execution and delivery by the execution, delivery or performance Company of this Agreement or any Ancillary Document and the other Transaction Documents to which such JBG Party it is or any of its Subsidiaries is will be a party, and the consummation by such JBG Party and its Subsidiaries the Company of the direct or indirect sale of its JBG Included Assetstransactions contemplated hereby and thereby in accordance with the terms hereof and thereof, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document do not and will not (i) violate, conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, acceleration or cancellation or acceleration) underof, any of the termscontract, conditions agreement, instrument, indenture, permit, license or provisions of any JBG Ground Lease, JBG Lease or other material contract obligation to which such JBG Party the Company or any of its Subsidiaries is a party or by which 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 the Company or any of its Subsidiaries or any of their respective properties property or assets, (v) require any consent or approval of, or notice to, any other Person, under any asset of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party Company or any of its Subsidiaries other than any Joint Venture Agreement set forth on Section 4.3(v)(yare bound; (ii) subject to receipt of the JBG Disclosure Letter Company Shareholder Approval, violate or conflict with or (whether after the “Required JBG JV Consents”)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 constitute a default (zwhether after the giving of notice, lapse of time or both) under, any Contract constituting an Indebtedness obligation provision of such JBG Party any law, regulation or rule, or any order of, or any restriction imposed by, any Governmental Authority applicable to the Company or any of its Subsidiaries that relates to any 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, as amended, and the rules and regulations thereunder (the “HSR Act”) and the termination of the JBG Included Assets or pursuant to which Newco waiting period required thereunder, (B) the filing of the Certificate of Merger with the Secretary of State of the State of New York, require from the Company or any of its Subsidiaries (includingany notice to, 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”)declaration or filing with, or (vi) require any consent or approval of, or notice to, of any other Person, including, without limitation, from limited partners, members or parties to leases Governmental Authority or other agreements or commitmentsthird party, except as to except, in the case of clauses (i), (ii), (iviii) and (viiv), respectivelywhere such violation, for any such conflictsconflict, violationsdefault, breachestermination or failure to provide notice or to obtain consent or approval, defaults or other occurrences whichas applicable, individually or in the aggregate, would could not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementsreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Consents. Except as set forth in on Section 4.3 3.3 of the JBG Disclosure Letter, none of the : (a) The execution, delivery or and performance of this Agreement or any Ancillary Document and the other Transaction Documents to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions 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 of this Agreement or any Ancillary Document the transactions contemplated hereby and thereby will not, (i) violate, conflict with or with, 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 modification, violation or breach of, or material increase in cost or obligation require the consent of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) Person under, any of the terms, conditions or provisions of the organizational documents of any JBG Ground Leaseof the Sellers; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, JBG Lease administrative or other material 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 with notice or the 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 result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, right of way, license, concession, permit, lease, refinery gas supply contract to which such JBG Party 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 any of their JBG Included them are bound or to which any of the Assets are bound, subject; or (iv) assuming that all consents, approvals, authorizations, and permits described result in Section 4.3(ii)(ythe creation of any Lien (other than Permitted Liens) 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 properties or assets, (v) require any consent or approval of, or notice to, any other Person, under on any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 under any such Contract set forth on Section 4.3(v)(z) indenture, mortgage, agreement, contract, commitment, right of the JBG Disclosure Letter (the “Required JBG Debt Consents”)way, or (vi) require any consent or approval oflicense, or notice toconcession, any other Personpermit, includinglease, without limitation, from limited partners, members or parties to leases joint venture or other agreements or commitmentsinstrument, except as to in the case of clauses (i), (ii), (iviii) and (vi), respectively, iv) for any such conflicts, violations, breaches, defaults or other occurrences those items which, individually or in the aggregate, would not materially reasonably be expected to have a Seller Material Adverse Effect or result in any material liability or obligation of the Purchasers (other than any liability or obligation hereunder); and adversely affect 13 (b) No consent, approval, license, permit, order or authorization of any JBG Included Asset Governmental Authority or JBG Management Entity other Person 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 any contribution the transactions contemplated hereby or merger contemplated herein thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired or (ii) for those which individually or in any JBG Contribution Agreement the aggregate would not reasonably be expected to have a Seller Material Adverse Effect (including such consents, approvals, licenses, permits, orders or JBG Merger Agreementsauthorizations that are not customarily obtained prior to the Closing and are reasonably expected to be obtained in the ordinary course of business following the Closing).

No Conflict; Consents. Except as set forth in Section 4.3 of the JBG Jaguar Disclosure Letter, none of the execution, delivery or performance of this Agreement or any Ancillary Document to which such JBG Jaguar Party or any of its Subsidiaries is a party, the consummation by such JBG Jaguar Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Jaguar Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will (i) conflict with or result in any breach of any provision of such JBG Jaguar Party’s or any of its Subsidiaries’ Governing Documents, (ii) require any filing by such JBG 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 transfer Taxes), (iii) automatically result in a modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right to othersright, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any JBG Jaguar Ground Lease, JBG Jaguar Lease or other material contract to which such JBG Jaguar Party or any of its Subsidiaries is a party or by which any of their JBG 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 and any waiting periods thereunder have terminated or expiredmade, violate any order, writ, injunction, decree or Law applicable to such JBG Jaguar Party or any of its Subsidiaries or any of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG Jaguar Ground Lease other than any JBG Jaguar Ground Lease set forth in Section 4.3(v)(x) of the JBG Jaguar Disclosure Letter (the “Required JBG Jaguar Ground Lease Consents”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries other than any Joint Venture Agreement set forth on Section 4.3(v)(y) of the JBG Jaguar Disclosure Letter (the “Required JBG Jaguar JV Consents”), or (z) any Contract constituting an Indebtedness obligation of such JBG Jaguar Party or any of its Subsidiaries that relates to any of the JBG Included Assets or pursuant to which Newco Giants or any of its Subsidiaries (including, after the Closing, the JBG Included Entities and the JBG 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 JBG Jaguar Disclosure Letter (the “Required JBG 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 or commitmentsagreements, except as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, which would not materially and adversely affect any JBG Included Asset or JBG Jaguar Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger AgreementsAgreement.

No Conflict; Consents. Except as set forth in Section 4.3 (a) None of the JBG Disclosure Letter, none of the execution, execution and delivery or performance of this Agreement by Parent or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a partyMerger Sub, the consummation by such JBG Party and its Subsidiaries Parent or Merger Sub of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction Transactions or compliance by such JBG Party Parent or any of its Subsidiaries Merger Sub with any of the provisions of this Agreement or any Ancillary Document herein will (i) result in a violation or breach of or conflict with the certificate or result in any breach articles of any provision incorporation or bylaws of such JBG Party’s Parent, Merger Sub or any subsidiary of its Parent other than Merger Sub (the “Parent 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 modification, violation or breach of or conflict with any provisions of, or material increase in cost constitute a default (or obligation of such JBG Party or any of its Subsidiariesan event which, or constitute (with or without notice or lapse of time or both, would constitute a default) a default (under, or result in the termination, cancellation of, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, cancellation or acceleration) purchase under, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Merger Sub or any of the Parent Subsidiaries under any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract Contract to which such JBG Party Parent, Merger Sub or any of its the Parent Subsidiaries is a party or by which 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 Parent or any of its the Parent Subsidiaries or any of their respective properties or assetsassets may be bound or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (vb) require below, violate any consent Judgment or approval ofLaw applicable to Parent, Merger Sub or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party Parent Subsidiaries or any of its Subsidiaries other than any Joint Venture Agreement set forth on Section 4.3(v)(y) of the JBG Disclosure Letter (the “Required JBG JV Consents”), their respective properties 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 assets other than any such Contract set forth on Section 4.3(v)(zevent described in items (ii) of the JBG Disclosure Letter (the “Required JBG Debt Consents”), or (viiii) 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, has not had and would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementsreasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents. Except The execution and delivery by the Company of this Agreement and each Transaction Document to which the Company will be a party, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby in accordance 12 with the terms hereof and thereof, do not and will not: (i) except as set forth on Schedule 3.4, result in Section 4.3 of the JBG Disclosure Lettera violation of, none of the execution, delivery or performance of this Agreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will (i) conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of immediate or early termination, amendment, cancellation automatic or acceleration) optional material modification or acceleration of payment or other rights under, any of the terms, conditions Material Contract or provisions of any JBG Ground Lease, JBG Lease or other material contract Company License to which such JBG Party the Company or any of its Subsidiaries is a party to or by which the Company’s or any of their JBG Included Assets its Subsidiaries’ assets, properties or Securities are subject or bound, ; (ivii) 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 provision of the Certificate of Incorporation or Law applicable to such JBG Party Bylaws or the organizational documents of any of the Company’s Subsidiaries; (iii) cause the Company or any of its Subsidiaries to violate any provision of any Law applicable to the Company or any of their respective properties or assets, its Subsidiaries; (viv) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG Ground Lease other than any JBG Ground Lease except as set forth in Section 4.3(v)(x) of on Schedule 3.4, require from the JBG Disclosure Letter (the “Required JBG Ground Lease Consents”), (y) any Joint Venture Agreement of a JBG Party Company or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other than Person, including any Joint Venture Agreement set forth on Section 4.3(v)(y) such notice, declaration, filing or consent that is necessary to prevent the termination of any right, privilege, license or qualification of the JBG Disclosure Letter (the “Required JBG JV Consents”), or (z) any Contract constituting an Indebtedness obligation of such JBG Party Company or any of its Subsidiaries that relates Subsidiaries; or (v) except as set forth on Schedule 3.4, result in the creation of any Encumbrance (other than a Permitted Encumbrance) or give to any Person other than Parent any interest, right or claim, in or with respect to any of the JBG Included Assets or pursuant to which Newco Company’s or any of its Subsidiaries (includingSubsidiaries’ assets, 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”), properties 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger AgreementsSecurities.

No Conflict; Consents. Except as set forth in Section 4.3 of the JBG Disclosure Letter, none of the The execution, delivery or and performance by the Company and each of this Agreement or any Ancillary Document its subsidiaries of each of the Transaction Documents to which such JBG Party or any of its Subsidiaries entity is a party, party and the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, transactions contemplated by the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document Documents will not (i) conflict with or result in any a breach or violation of any provision of such JBG Party’s the terms or provisions of, or constitute a default under, or, except for those permitted under the Credit Agreement, result in the creation or imposition of any Lien upon any property or assets of the Company or any of its Subsidiaries’ Governing Documentssubsidiaries pursuant to, (ii) require any filing by such JBG Party material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company 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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party or any of its Subsidiaries subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflict, breach or violation which would not, singularly or in the aggregate, have a Material Adverse Effect, (ii) result in any violation of the provisions of the charter or by-laws of the Company or any of 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 JBG Included Assets are boundproperties or assets (assuming compliance by the Purchasers with their representations, warranties and agreements set forth in Article IV hereof, except for such conflict, breach or violation which would not, singularly or in the aggregate, have a Material Adverse Effect; and (ivassuming compliance by the Purchasers with their representations, warranties and agreements set forth in Article IV hereof) assuming that all 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, and permits described in Section 4.3(ii)(yfilings, registrations or qualifications (i) which shall have been obtained, and all filings and notifications described in Section 4.3(ii)(y) have been obtained or made and any waiting periods thereunder have terminated on 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 properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 prior 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 as to clauses (i)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) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in as may be required to perfect Liens granted under the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger AgreementsCredit Agreement.

No Conflict; Consents. Except The execution and delivery by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby in accordance with the terms hereof, do not (i) except as set forth in Section 4.3 of the JBG Disclosure Letteron Schedule 4.4, none of the executionviolate, delivery or performance of this Agreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will (i) conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, cancellation material modification or acceleration) underacceleration of, any of the termsFranchise, conditions Material Contract or provisions of any JBG Ground Lease, JBG Lease or other material contract Company License to which such JBG Party the Company or any of its Subsidiaries is a party or by which 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 the Company’s or any of its Subsidiaries’ assets are bound; (ii) violate any provision of the Company’s or its Subsidiaries’ certificate of incorporation or bylaws (or other organizational documents); (iii) cause the Company or its Subsidiaries to violate any provision of any law, regulation or rule, or any of their respective properties or assets, (v) require any consent or approval order of, or notice toany restriction imposed by, any court or other Person, under any of Governmental Authority applicable to the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party Company or any of its Subsidiaries 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 commitmentsSubsidiaries, except as where such violation would not be reasonably likely to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences whichhave, individually or in the aggregate, would not materially and adversely affect a Company Material Adverse Effect; (iv) except as set forth on Schedule 4.4, require from the Company or any JBG Included Asset of its Subsidiaries any notice to, declaration or JBG Management Entity filing with, or the consummation consent or approval of any contribution Governmental Authority or merger contemplated herein other third party, including any such notice, declaration, filing or consent that is necessary to prevent the termination of any right, privilege, license or qualification of the Company or its Subsidiaries; or (v) except as set forth on Schedule 4.4, result in the creation of any JBG Contribution Agreement Encumbrance or JBG Merger Agreementsgive to any Person other than Parent or MergerCo any interest, right or claim, in or with respect to any of the Company’s or its Subsidiaries’ assets or properties.

No Conflict; Consents. 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 Section 4.3 of the JBG Disclosure Letterfull and effect and notices have been duly given, none of the execution, delivery or the performance by Surebridge of this Agreement or any Ancillary Document to which such JBG Party or any of its Subsidiaries is a partyand the other agreements, documents and instruments contemplated hereby, nor the consummation by such JBG Party and its Subsidiaries the Company of the direct transactions contemplated hereby: (w) results in the creation or indirect sale imposition of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with Lien on any of the provisions of this Agreement or any Ancillary Document will (i) conflict with or result in any breach of any provision of such JBG Party’s property held by Surebridge or any of its Subsidiaries’ Governing Documents; (x) conflicts with, contravenes or results in a breach of any provisions of the Charter or by-laws of Surebridge or the organizational documents of any Subsidiary, each as presently in effect; (iiy) require any filing by such JBG Party requires consent to assignment or otherwise, as a result of the transactions contemplated hereby (including to maintain in full force and effect any of its Subsidiaries the Material Contracts as a result of the transactions contemplated hereby), violates, or conflicts with, or the obtaining results (or will violate, conflict with or result) in a breach 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 modification, violation or breach provision of, or material increase in cost constitutes a default (or obligation of such JBG Party or any of its Subsidiariesan event which, or constitute (with or without notice or lapse of time or both, would constitute a default) a default (or give gives rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, change of control rights, modification, notification, enhancement of rights of third parties, revocation of grant of rights or assets, placement into or release from escrow of any assets of Surebridge or any of its Subsidiaries or acceleration of any right or obligation of Surebridge or any of its Subsidiaries or a loss of any benefit to which Surebridge or any of its Subsidiaries is entitled under any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract Material Contract (as defined in Section 2.13) to which such JBG Party Surebridge or any of its Subsidiaries Subsidiary is a party or by which Surebridge or any Subsidiary or any of their JBG Included Assets are bound, respective properties is bound or affected; or (ivz) 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 violates any order, writ, injunction, decree decree, statute, law, rule or Law regulation applicable to such JBG Party Surebridge or any of its Subsidiaries or any of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger AgreementsSubsidiary.

No Conflict; Consents. (a) Except as set forth on Schedule 4.2(a) or in Section 4.3 the Merger Agreement, the execution and delivery by each of the JBG Disclosure LetterXxxxxxx Parties and Xxxxxxx Obligors, none of the executionas applicable, delivery or performance of this Agreement or any Ancillary Agreement, the Merger Agreement, and each other Transaction Document to which such JBG Party or any each of its Subsidiaries them is a party, and the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assetstransactions contemplated hereby and thereby in accordance with their respective terms, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will do not: (i) violate, conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, acceleration or cancellation of, or acceleration) under, result in the triggering of any payments or the creation of an Encumbrance on any property or asset of any of the terms, conditions Xxxxxxx Parties or provisions of the Xxxxxxx Obligors under any JBG Ground Lease, JBG Lease material Contract or other material contract License (as defined in the Purchase Agreement) to which such JBG Party or any of its Subsidiaries the Xxxxxxx Parties or Xxxxxxx Obligors is a party or by which any of their JBG Included Assets the Xxxxxxx Parties’ or Xxxxxxx Obligors’ assets are boundbound such that same would result in a Xxxxxxx Material Adverse Effect; (ii) conflict with, or result in any violation of, any provision of the Constituent Documents of any of the Xxxxxxx Parties or Xxxxxxx Obligors; or (iviii) assuming that all consentsviolate or result in a violation of, approvalsin any material respect, authorizationsor constitute a material default under (whether after the giving of notice, and permits described lapse of time or both), or result in Section 4.3(ii)(y) have been obtainedthe triggering of any payments or the creation of an Encumbrance on any material property or asset of any of the Xxxxxxx Parties or the Xxxxxxx Obligors under any provision of any law, and all filings and notifications described in Section 4.3(ii)(y) have been made and any waiting periods thereunder have terminated regulation or expiredrule, violate any order, writ, injunction, decree or Law applicable to such JBG Party or any of its Subsidiaries or any of their respective properties or assets, (v) require any consent or approval order of, or notice toany restriction imposed by, any court or other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 governmental agency applicable to any of the JBG Included Assets Xxxxxxx Parties or pursuant to which Newco or any of its Subsidiaries (includingXxxxxxx Obligors, after the Closingexcept, 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 as to clauses (i), (ii), (iv) and (vi), respectivelyin each case, for any such conflicts, violations, breachesdefaults, defaults terminations, amendments, accelerations, cancellations, payments, or other occurrences which, individually or in the aggregate, Encumbrances that would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or result in any JBG Contribution Agreement or JBG Merger Agreementsa Xxxxxxx Material Adverse Effect.

No Conflict; Consents. Except as set forth in Section 4.3 of the JBG Disclosure Letter, none of the Parent’s execution, delivery or and performance of this Agreement or any Ancillary Document and each EPD Group Member’s execution, delivery and performance of the Other Agreements to which such JBG Party or any of its Subsidiaries it is a party, party and the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document will (i) 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 terminationstransactions contemplated hereby and thereby do not, and approvals as may be required under the HSR Act will not, directly or (z) such filings as may be required in connection with state and local Transfer Taxes), (iii) automatically result in a modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute indirectly (with or without notice or lapse of time or both), (a) a default (i) violate any EPD Group Member’s organizational documents, (ii) violate any Applicable Legal Requirement to which it or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the termsPurchased Assets is subject (assuming the receipt of all Consents set forth in (b) below), conditions or provisions (iii) result in the creation of any JBG Ground LeaseLien (other than a Permitted Lien) upon any of the Purchased Assets (assuming the receipt of all Consents set forth in (b) below), JBG Lease or other material contract (iv) breach or result in a default or termination or acceleration right, or in the loss of any benefit, under any Agreement or permit to which such JBG Party or any of its Subsidiaries it is a party or by which 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 it or any of its Subsidiaries or any the Purchased Assets is bound (assuming the receipt of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG Ground Lease other than any JBG Ground Lease all Consents set forth in Section 4.3(v)(x(b) of the JBG Disclosure Letter (the “Required JBG Ground Lease Consents”below), (y) any Joint Venture Agreement except in the case of a JBG Party or any of its Subsidiaries 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 as to clauses (i), (ii), (iii), and (iv) and (vi), respectively, above for any such conflicts, violations, breaches, defaults or other occurrences whichmatters as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (b) require any Consent of, notice to, or declaration, filing or registration by any EPD Group Member with, any Governmental Authority or other Person other than: (i) 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 “Parent Consents”), or (iii) Consents, notices and filings the failure of which to obtain or make would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein not, individually or in any JBG Contribution Agreement or JBG Merger Agreementsthe aggregate, reasonably be expected to result in a Material Adverse Effect.

No Conflict; Consents. (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 4.3 2.4(b) below, the execution and delivery by each of the JBG Disclosure Letter, none of the execution, delivery or performance Prospect Medical Parties of this Agreement or any Ancillary and each other Transaction Document to which such JBG Party or any each of its Subsidiaries them is a party, and the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale transactions (excluding consideration of its JBG Included Assetsgeneral 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 Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries Distribution Transactions) contemplated hereby and thereby in accordance with any of the provisions of this Agreement or any Ancillary Document will their respective terms, do not: (i) violate, conflict with or result in any breach a default (whether after the giving of any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsnotice, (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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right to others, including, but not limited to, any a right of termination, amendment, acceleration or cancellation of, or accelerationresult in the triggering of any payments 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, without limitation, all Healthcare Licenses) under, to which Prospect Medical or any of the terms, conditions or provisions of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party or any of its Prospect Medical Subsidiaries is a party or by which 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 Prospect Medical's or any of its 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 (iii) violate or result in a violation of or constitute a default under (whether after the giving of notice, lapse of time or both), 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 law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Prospect Medical or any of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 PersonProspect Medical Subsidiaries, including, without limitation, from limited partnersall applicable Laws regarding the paying, members making, or parties to leases declaring dividends or other agreements or commitmentsdistributions by the Prospect Medical Parties and the Other Applicable Subsidiaries, except as to clauses in the case of clause (i), (ii), (iv) and (vi), respectivelyiii) above, for any such conflicts, violations, breaches, defaults or other occurrences which, failure to receive consents that would not individually or in the aggregate, would not materially and adversely affect aggregate be material to any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger AgreementsProspect Medical Party.

No Conflict; Consents. Except as set forth in Section 4.3 (a) The execution and delivery by the Stockholder Representative and 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 of the JBG Disclosure Letter, none of transactions contemplated hereunder and thereunder (assuming the execution, delivery Required Consents are obtained on or performance of this Agreement or any Ancillary Document prior to which such JBG Party or any of its Subsidiaries is a party, the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included Assets, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its Subsidiaries with any of the provisions of this Agreement or any Ancillary Document Closing) will not: (i) conflict with violate the Organizational Documents of the Company or any Company Subsidiary; (ii) constitute a material breach of 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 a material default 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 modification, violation or breach of, or material increase in cost or obligation of such JBG Party or any of its Subsidiaries, or constitute (with or without the giving of notice or the lapse of time time), or both) result in the other party having a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) acceleration under, any Significant Contract; (iii) result, in any material respect, in a violation of any Applicable Law; (iv) result in the creation or imposition of any Liens upon any of the terms, conditions assets or provisions properties of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party the Company or any of its Subsidiaries is a party or by which 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 the Company Subsidiaries or upon the Shares (other than any Liens arising due to actions of their respective properties or assets, the Purchaser); (v) require any consent except as contemplated by the Retention Program or approval Sale Bonus Program, result in the payment of, or notice tothe 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 Personsimilar payment, whether pursuant to a Contract or under Applicable Law with respect to any U.S. employee of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party Company or any of its Subsidiaries other than Company Subsidiary, 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 amount; (vi) require any consent except as contemplated by the Retention Program or approval Sale Bonus Program, result in the payment of, or notice tothe creation of any obligation, absolute or contingent, to pay, on behalf of the Company or any Company Subsidiary, any other Personseverance, includingtermination, without limitation, from limited partners, members or parties to leases “golden parachute” or other agreements similar payment, which is material in amount, whether pursuant to a Contract or commitmentsunder 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, except as to clauses (i)suspend, (ii), (iv) and (vi), respectively, for modify or terminate any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger Agreementsmaterial Company Permit.

No Conflict; Consents. (a) Except as set forth on Schedule 2.5(a), and assuming the notices, declarations, filings and Consents set forth in Section 4.3 of Schedule 2.5(b) are made or obtained, the JBG Disclosure Letter, none of the execution, execution and delivery or performance by Seller of this Agreement and the other agreements, documents and instruments contemplated hereby, and the consummation by Seller of the transactions in accordance with the terms hereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both), or give rise to a right of termination, acceleration or other change of any Ancillary Document material right or obligation or the loss of any material benefit to which such JBG Party the Company or any of its Subsidiaries is a partyentitled, under any Contract or Governmental Authorization to which Seller, the consummation by such JBG Party and its Subsidiaries of the direct or indirect sale of its JBG Included AssetsCompany, the Equity Issuance or any other Transaction or compliance by such JBG Party or any of its the Company's Subsidiaries with is a party or by which Seller, the Company, or any of the provisions of this Agreement Company's Subsidiaries or any Ancillary Document will of their respective assets are bound, (iii) conflict with or result in any breach of violation of, any provision of such JBG Party’s or any of its Subsidiaries’ Governing Documentsthe Seller Certificate, (ii) require any filing by such JBG Party or any of its Subsidiaries withthe Seller LLC Agreement, the Company Charter, the Company By-laws or the obtaining charter, by-laws or other organizational documents of any permit, authorization, consent or approval of, any Governmental Entity (except for (x) compliance with any applicable requirements Subsidiary 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), Company; (iii) automatically violate in any material respect or result in a modification, material violation or breach of, or constitute a material increase in cost or obligation default (whether after the giving of such JBG Party or any of its Subsidiariesnotice, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right to others, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any provision of any Legal Requirement, or any writ, order, judgment, injunction or decree of, or any restriction imposed by, any U.S. federal, provincial, state, local or foreign government, any governmental, regulatory or administrative authority, agency, bureau or commission or any court, tribunal or judicial or arbitral body (a "Governmental Authority") applicable to Seller, the Company, or any of the terms, conditions Company's Subsidiaries or provisions the business or properties of any JBG Ground Lease, JBG Lease or other material contract to which such JBG Party the Company or any of its Subsidiaries is a party Subsidiaries; or by which any of their JBG Included Assets are bound, (iv) assuming that all consents, approvals, authorizations, and permits described result in Section 4.3(ii)(ythe creation or imposition of any Encumbrance (other than Permitted Encumbrances) have been obtained, and all filings and notifications described in Section 4.3(ii)(y) have been made and on any waiting periods thereunder have terminated or expired, violate any order, writ, injunction, decree or Law applicable to such JBG Party asset of the Company or any of its Subsidiaries or any of their respective properties or assets, (v) require any consent or approval of, or notice to, any other Person, under any of the terms, conditions or provisions of (x) any JBG 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”), (y) any Joint Venture Agreement of a JBG Party or any of its Subsidiaries 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 as to clauses (i), (ii), (iv) and (vi), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, would not materially and adversely affect any JBG Included Asset or JBG Management Entity or the consummation of any contribution or merger contemplated herein or in any JBG Contribution Agreement or JBG Merger AgreementsSubsidiaries.