Common use of No Conflict; Required Filings and Consents Clause in Contracts

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer and Acquisition Sub will not, (i) conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and execution, delivery of this Agreement by Buyer and Acquisition Sub does not, and the or performance of this Agreement by Buyer the Company and Acquisition Sub the consummation by the Company of the Transactions do not and will not, : (i) subject to obtaining the Company Stockholder Approval, contravene, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter or Company Bylaws or (B) Acquisition Sub, any of the organizational documents of any Company Subsidiary; (ii) assuming the that all consents, approvals and authorizations specified described in Section 5.3(b3.04(b) have been received obtained and the all filings and notifications described in Section 3.04(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, subject to obtaining the Company Stockholder Approval and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedassuming the accuracy of the representations and warranties contained in Section 4.10, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property of their respective properties or asset of Buyer or Acquisition Sub is bound or affected assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or an event which with without notice or lapse of time time, or both would become a default) underboth), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any property of the respective properties, rights or asset assets of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contractCompany Subsidiary pursuant to any Company Material Contract, agreementReal Property Lease or Company Permit, leaseexcept, license, permit, franchise or other instrument or obligation with respect to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, in the case of clauses (ii) and (iii), for (A) any such consent, approvals and authorizations, the failure to obtain which would not have a Company Material Adverse Effect and (B) any such contraventions, conflicts, violations, breaches, defaults losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or other occurrences cancellation or creations of the type referred to above which Liens that would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by Buyer and Acquisition Sub does not, and the or performance of this Agreement by Buyer Xxxxxx and Acquisition Merger Sub will not, or the consummation by Parent and Merger Sub of the Transactions will: (i) conflict with or violate any provision of the certificate of incorporation incorporation, bylaws or by-laws (or any equivalent organizational documents) or governing documents of (A) Buyer Parent or (B) Acquisition Merger Sub, ; (ii) assuming the that all consents, approvals and authorizations specified described in Section 5.3(b4.03(b) have been received obtained and the all filings and notifications described in Section 4.03(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer Parent or Acquisition Merger Sub or by which any property of their respective properties or asset of Buyer or Acquisition Sub is bound or affected assets; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or an event which with without notice or lapse of time time, or both would become a default) underboth), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any property of the respective properties or asset assets of Buyer Parent or Acquisition Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Buyer Parent or Acquisition Merger Sub is a party (or by which Buyer any of their respective properties or Acquisition Sub assets is bound) or any property material Permit held by Parent or asset of Buyer or Acquisition Sub is bound or affectedMerger Sub, other thanexcept, in the case of with respect to clauses (ii) and (iii), for (A) any such consents and approvals, the failure to obtain which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the Transactions and (B) any such conflicts, violations, breaches, defaults losses, defaults, terminations, rights of termination, vesting, amendment, acceleration or other occurrences cancellation or creation of Liens that would not, individually or in the type referred aggregate, reasonably be expected to above which would not prevent or materially delay the consummation ability of Parent or Merger Sub to consummate the transactions contemplated herebyTransactions.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Agreements by Buyer and Acquisition Sub does the Company do not, and the performance completion of this Agreement the sale of the Purchased Assets and the other transactions contemplated by Buyer and Acquisition Sub the Transaction Agreements will not, (i) conflict with or violate the Company’s amended and restated certificate of incorporation incorporation, as amended, or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subthe Company’s amended and restated bylaws, as amended, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified in Section 5.3(bPermits contemplated by clauses (i) through (v) of subsection (b) below have been received obtained, and the all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected the Purchased Assets or (iii) result in any breach or violation of or constitute a default (or an event which event, which, with notice or lapse of time or both both, would become a default) underor result in the loss of a benefit to which the Company or its subsidiaries are entitled with respect to the Purchased Assets, or give rise to others any right of termination, amendmentcancellation, adverse amendment or acceleration of, require notice or cancellation ofconsent under, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of Buyer or Acquisition Sub the Purchased Assets pursuant to, to any note, bond, mortgage, indenture or credit agreement, Contract to which the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries (with respect to the Purchased Assets) or asset of Buyer or Acquisition Sub by which any Purchased Asset is bound or affectedbound, other thanexcept, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesLien, defaults breach, default, loss, right, requirement of notice or consent or other occurrences of the type referred to above occurrence which would not prevent not, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Agreements by Buyer Parent and Acquisition Purchaser Sub does do not, and the performance completion of this Agreement by Buyer and Acquisition Sub the transactions contemplated hereby will not, not (i) conflict with or violate the certificate of incorporation or by-laws (bylaws of Parent or equivalent organizational documents) of (A) Buyer or (B) Acquisition Purchaser Sub, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified in Section 5.3(bPermits contemplated by clauses (i) through (v) of subsection (b) below have been received obtained, and the all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Parent, Purchaser Sub or by which any property of their or asset of Buyer their respective subsidiaries’ assets or Acquisition Sub is bound or affected properties or (iii) result in any breach or violation of or constitute a default (or an event event, which with notice or lapse of time or both both, would become a default) or result in the loss of a benefit to which Parent, Purchaser Sub or any of their respective subsidiaries are entitled under, or give rise to others any right of termination, amendmentcancellation, adverse amendment or acceleration of, require notice or cancellation ofconsent under, or result in the creation of a Lien (except a Permitted Lien) on any property of the material assets or asset properties of Buyer Parent, Purchaser Sub or Acquisition Sub any of their respective subsidiaries pursuant to, any note, bond, mortgage, indenture Contract to which Parent or credit agreementPurchaser Sub, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of their subsidiaries is a party or by which Buyer Parent or Acquisition Purchaser Sub or any property of their subsidiaries or asset of Buyer its or Acquisition Sub is bound their respective assets or affectedproperties are bound, other thanexcept, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesLien, defaults breach, default, loss, right, requirement of notice or consent or other occurrences of the type referred to above occurrence which would not prevent prevent, materially delay or materially delay impair the consummation ability of Parent or Purchaser Sub to perform its obligations under the Transaction Agreements or complete the transactions contemplated herebyby the Transaction Agreements.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance of this Agreement by Buyer the Company and Acquisition Sub the consummation of the Mergers (subject to the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Required Vote) and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate of incorporation Company Memorandum, or by-laws (or the equivalent organizational documents) documents of (A) Buyer or (B) Acquisition Subany Subsidiary of the Company, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified in waivers contemplated by Section 5.3(b4.05(b) have been received obtained, and the waiting periods referred to all filings described therein have expiredbeen made, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedassuming the accuracy and completeness of the representations and warranties contained in Section 5.05(b), conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or affected, (iii) require any consent or other action by any Person under, result in any a breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the creation loss of a Lien on any property right or asset benefit to which the Company or any of Buyer or Acquisition Sub pursuant toits Subsidiaries is entitled under, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which Buyer the Company or Acquisition Sub any of its Subsidiaries is a party or by which Buyer the Company or Acquisition Sub any of its Subsidiaries, or any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries, is bound or affectedaffected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of the Company or its Subsidiaries, other than, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflicts, violations, breaches, defaults or other occurrences of that would not, individually or in the type referred aggregate, reasonably be likely to above which would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does STFC do not, and the performance of this Agreement by Buyer STFC and Acquisition Sub the consummation of the STFC Merger (subject to the STFC Shareholder Approval and the Governmental Consents) and the other transactions contemplated hereby will not, (i) conflict with constitute or violate result in a conflict, breach or violation of or default under, the certificate Organizational Documents of incorporation STFC or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subits Subsidiaries, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified in waivers contemplated by Section 5.3(b5.05(b) have been received obtained, and the waiting periods referred to all filings described therein have expiredbeen made, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedassuming the accuracy and completeness of the representations and warranties set forth in Section 6.03(b), conflict with or violate any Law applicable to Buyer STFC or Acquisition Sub its Subsidiaries or by which any property or asset of Buyer STFC or Acquisition Sub any of its Subsidiaries is bound or affected or affected, (iii) require any consent or other action by any Person under, result in any a breach or violation of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which STFC or any of its Subsidiaries is entitled under, any Contract to which STFC or any of its Subsidiaries is a party or by which STFC or any of its Subsidiaries, or any property or asset of STFC or any of its Subsidiaries, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of Buyer STFC or Acquisition Sub pursuant toits Subsidiaries, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflicts, violations, breaches, defaults or other occurrences of that would not, individually or in the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated herebyaggregate, have a STFC Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company Parties do not, and the performance of this Agreement by Buyer and Acquisition Sub their obligations hereunder will notnot (with or without notice or lapse of time, or both), (i) assuming receipt of the Stockholder Approval, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Governing Documents or (B) Acquisition Subany equivalent organizational or governing documents of any other Subsidiary of the Company, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.3(b) have been received obtained, all filings and the notifications described in Section 4.3(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub the Acquired Companies or by which any property or asset of Buyer or Acquisition Sub the Acquired Companies is bound or affected bound, or (iii) except as set forth in Schedule 4.3(a)(iii) of the Company Disclosure Letter, require any consent, notice or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or any loss of any benefit or increase in any cost or obligation of any of the Acquired Companies under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, amendmentmodification, acceleration acceleration, vesting or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of payment, purchase, first offer or sale under or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub the Acquired Companies pursuant to, any note, bond, mortgage, indenture Contract or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation Permit to which Buyer or Acquisition Sub any of the Acquired Companies is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected(including the Minority Equity Joint Venture Agreements), other thanexcept, in the case of as to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance of this Agreement by Buyer the Company and Acquisition Sub the consummation of the Merger (subject to the approval of this Agreement by the Company Required Vote) and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate Company Certificate of incorporation Incorporation or byCompany By-laws (laws, or the equivalent organizational documents) charter documents of (A) Buyer or (B) Acquisition Subany Subsidiary of the Company, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified in waivers contemplated by Section 5.3(b4.05(b) have been received obtained, and the waiting periods referred to all filings described therein have expiredbeen made, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedassuming the accuracy and completeness of the representations and warranties contained in Section 5.04(b), conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or affected, (iii) require any consent or other action by any Person under, result in any a breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the creation loss of a Lien on any property right or asset benefit to which the Company or any of Buyer or Acquisition Sub pursuant toits Subsidiaries is entitled under, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation or authorization (each, a “Contract”) to which Buyer the Company or Acquisition Sub any of its Subsidiaries is a party or by which Buyer the Company or Acquisition Sub any of its Subsidiaries, or any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries, is bound or affectedaffected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of the Company or its Subsidiaries, other than, except in the case of clauses (ii), (iii) and (iii), iv) for any such conflicts, violations, breaches, defaults or other occurrences of that would not, individually or in the type referred aggregate, reasonably be likely to above which would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer and Acquisition Sub will the Company do not, and the consummation by the Company of the Offer, the Merger or any other transactions contemplated by this Agreement, or the compliance by the Company or any of its subsidiaries with any of the provisions of this Agreement will not (i) conflict with or violate (x) the certificate Amended and Restated Certificate of incorporation Incorporation or by-laws (or equivalent organizational documents) Amended and Restated Bylaws of (A) Buyer the Company or (By) Acquisition Subthe organizational or governing documents of any of the Company’s subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b3.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, authorization or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its subsidiaries is bound or affected affected, or (iii) require any consent or approval under, violate, conflict with, result in any breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give to rise in others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on Lien, other than any property Permitted Lien, upon any of the properties or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub the Company or any property or asset of Buyer or Acquisition Sub its subsidiaries is bound or affectedbound, other than, in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation or other occurrences of the type referred to above which Lien that would not prevent have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Spin-Off Agreements by Buyer and Acquisition Sub the Company, as applicable, does not, and the performance consummation of the Merger, the Spin-Off and the other transactions contemplated by this Agreement and the Spin-Off Agreements and compliance with the provisions of this Agreement and the Spin-Off Agreements by Buyer and Acquisition Sub the Company, as applicable, will not, conflict with, or result in any violation or breach of, or default under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties or other assets of the Company or any of its subsidiaries under (i) conflict with the Company Certificate or violate the certificate of incorporation or byCompany By-laws (or equivalent organizational documents) of (A) Buyer the Company or (B) Acquisition Subany of its subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, authorization or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub its subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub its subsidiaries is bound or affected or affected, (iii) result in any breach of or constitute a default Material Contract (or an event as defined below) to which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its subsidiaries is a party or any of their respective properties or other assets is subject; (iv) any Company Permit, (v) the Spin-Off Agreements, or (vi) any order, writ, injunction, decree, judgment, ruling, stipulation, or assessment by which Buyer or Acquisition Sub a Governmental Authority, or any property arbitration award, which in each case is applicable by its terms to the Company or asset any of Buyer its subsidiaries, or Acquisition Sub is bound their respective properties or affectedother assets, other than, in the case of clauses (iiiii), (iv) and (iiiv), for any such conflictsviolation, violationsconflict, breachesdefault, defaults breach, right, loss, termination, cancellation, acceleration or other occurrences of the type referred to above which Lien that has not had, and would not prevent reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance of this Agreement by Buyer the Company and Acquisition Sub the consummation by the Company of the Merger and the Other Transactions will not, (i) conflict with with, violate or violate result in a breach of the certificate Charter Documents of incorporation the Company, TransMontaigne Partners or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subthe General Partner, (ii) assuming the that all consents, approvals and other authorizations specified described in Section 5.3(b3.05(b) have been received obtained and the waiting periods referred to therein that all filings and other actions described in Section 3.05(b) have expired, and any condition precedent to such consent, approval, authorization, been made or waiver by Buyer has been satisfiedtaken, conflict with or violate any Law U.S. federal, state or local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("LAW") applicable to Buyer the Company or Acquisition Sub any Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Subsidiary is bound or affected affected, or (iii) result in any breach or violation of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a loss of a material benefit under, give rise to a material obligation under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer the Company or Acquisition Sub any Subsidiary pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "CONTRACT") to which Buyer the Company or Acquisition Sub any Subsidiary is a party or by which Buyer the Company, or Acquisition Sub a Subsidiary or any property or asset of Buyer the Company or Acquisition Sub any Subsidiary is bound or affected, other thanexcept, in the case of with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of that, individually or in the type referred to above which aggregate, would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Buyer and Acquisition Sub does do not, and the performance of this Agreement by Buyer the Company, and Acquisition Sub the consummation by the Company of the Merger and the other transactions contemplated hereby will not, (i) assuming the Company Stockholder Approval is obtained, conflict with or violate any provision of the certificate Amended and Restated Certificate of incorporation Incorporation of the Company, dated July 1, 2008 (the “Company Certificate”), or by-laws the Third Amended and Restated Bylaws of the Company adopted on August 13, 2009 (the “Company Bylaws”), or any equivalent organizational documents) or governing documents of (A) Buyer or (B) Acquisition Subany Company Subsidiary, (ii) assuming the that all consents, approvals and authorizations specified and other actions described in Section 5.3(b4.4(b) have been received obtained or taken prior to the Effective Time and the all filings and notifications described in Section 4.4(b) have been made and any waiting periods referred thereunder have terminated or expired prior to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedthe Effective Time, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected or (iii) violate, conflict with, require any consent or approval under, result in any breach of, result in loss of any benefit under, or constitute a default (or an event which with notice or lapse of time or both both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien any Liens on any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other deed of trust, Lease, Company Permit, contract, agreement, lease, license, permit, franchise agreement or other instrument or obligation (whether written or oral) (each, a “Contract”) to which Buyer the Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer any of their respective properties or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is assets are bound or affected, other thanexcept, in the case of with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which that would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Buyer and Acquisition Sub does not, and the performance Spin-Off Transaction Agreements and, subject to obtaining the Requisite Stockholder Approval, the consummation by the Company of this Agreement by Buyer the Merger and Acquisition Sub the other transactions contemplated hereby and thereby, does not and will not, (i) conflict with or violate (x) the certificate of incorporation or by-laws (or equivalent organizational documents) bylaws of (A) Buyer the Company or (By) Acquisition Subsimilar governing instruments of the Retained Subsidiaries, (ii) assuming the that all consents, approvals and authorizations specified in contemplated by Section 5.3(b3.5(b) have been received and the waiting periods referred to therein have expiredobtained, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has all filings described in Section 3.5(b) have been satisfiedmade, conflict with or violate any Law or any rule or regulation of the New York Stock Exchange applicable to Buyer the Company or Acquisition Sub the Retained Subsidiaries or by which any property of their respective properties or asset of Buyer or Acquisition Sub is bound or affected assets are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event which that with notice or lapse of time or both would become a default), (B) under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration of any obligation or cancellation ofloss of any benefit, or (C) result in the creation of a Lien any Encumbrance on any property of the properties or asset assets of Buyer the Company or Acquisition Sub pursuant to, the Retained Subsidiaries under any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Buyer the Company or Acquisition Sub the Retained Subsidiaries is a party or by which Buyer the Company or Acquisition Sub the Retained Subsidiaries or any property of their respective properties or asset assets are bound, or, with respect to the Spin-Off Transaction Agreements that shall be entered into in connection with the consummation of Buyer or Acquisition Sub is bound or affectedthe Distribution, other thanwill be bound, except, in the case of clauses (i)(y), (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences of the type referred to above which occurrence that would not prevent reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming satisfaction of all applicable requirements referred to in Section 3.3(b) below, the execution and delivery of this Agreement by Buyer and Acquisition Sub does not, the Parent and the performance of this Agreement Purchaser, the compliance by Buyer and Acquisition Sub will not, (i) conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received Parent and the waiting periods referred to therein have expired, Purchaser with the provisions hereof and any condition precedent to such consent, approval, authorization, or waiver the consummation by Buyer has been satisfied, the Parent and the Purchaser of the transactions contemplated hereby will not conflict with or violate any Law statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or ruling applicable to Buyer the Parent or Acquisition Sub any of its Subsidiaries or by which any property of their properties, or asset of Buyer conflict with, violate or Acquisition Sub is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, cancellation or acceleration of, or cancellation ofthe loss of a benefit under, or result in the creation of a Lien lien, security interest, charge or encumbrance on any property of the properties or asset assets of Buyer the Parent or Acquisition Sub any of its Subsidiaries pursuant toto (i) the organizational documents of the Parent or any of its Subsidiaries or (ii) any contract, any lease, agreement, note, bond, mortgage, indenture or credit agreementindenture, or any other contractdeed of trust, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub obligation, or any property license, authorization, permit, certificate or asset of Buyer or Acquisition Sub is bound or affectedother franchise, other than, in the case of clauses (ii) and (iii), for any than such conflicts, violations, breaches, defaults defaults, losses, rights of termination, amendment, cancellation or other occurrences acceleration, liens, security interests, charges or encumbrances as to which requisite waivers have been obtained or which individually and in the aggregate would not have a material adverse effect on the ability of the type referred Parent and Purchaser to above which would not prevent or materially delay the consummation of the transactions contemplated herebyperform their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of this Agreement by Buyer and Acquisition Sub does not, and or the performance of this Company Option Agreement by Buyer and Acquisition Sub the Company nor the consummation of the Merger or other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will not, (i) violate, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorizationwith, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected or (iii) result in any a breach of any provision of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others any result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation ofunder, or result in the creation of a any Lien on upon any property of the properties or asset assets of Buyer the Company or Acquisition Sub pursuant toany of its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indenture or credit agreementdeed of trust to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (z) any other contract, agreementlicense, lease, license, permit, franchise agreement or other instrument or obligation to which Buyer the Company or Acquisition Sub any such Subsidiary is a party or by to which Buyer or Acquisition Sub they or any property of their respective properties or asset assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of Buyer its Subsidiaries or Acquisition Sub is bound any of their respective properties or affectedassets, other thanexcept, in the case of clauses (iii) (y) and (iii)z) and (ii) above, for any such violations, conflicts, violations, breaches, defaults defaults, terminations, suspensions, accelerations, rights of termination or other occurrences acceleration or creations of the type referred to above liens, security interests, charges or encumbrances which would not prevent not, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 3.3(a) of the Seller Disclosure Schedules, the execution, delivery and delivery performance by the Seller of this Agreement and the execution, delivery and performance by Buyer each of the Seller and Acquisition Sub does notthe Companies of each of the Ancillary Agreements to which the Seller and the Companies will be a party, and the performance consummation of this Agreement by Buyer the transactions contemplated hereby and Acquisition Sub thereby, do not and will not, not (with or without notice or lapse of time or both) (i) conflict with with, violate, breach or violate constitute default under the certificate of incorporation or by-laws (formation, limited liability company agreement or equivalent organizational documentsdocuments (“Organizational Documents”) of (Ax) Buyer the Seller or the Companies or (By) Acquisition Sub, any of the Companies’ Subsidiaries; (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate violate, or give any Governmental Authority the right to challenge any of the transactions contemplated hereby under any Law applicable to Buyer the Seller, the Companies or Acquisition Sub any of the Companies’ Subsidiaries or by which any property or asset of Buyer the Seller, the Companies or Acquisition Sub any of the Companies’ Subsidiaries is bound or affected affected; or (iii) conflict with, result in any breach of or of, constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, result in acceleration of or give create in any party the right to others accelerate, terminate, cancel or otherwise modify, or require any right of termination, amendment, acceleration or cancellation consent of, or result in the creation giving of a Lien on notice to, any property or asset of Buyer or Acquisition Sub Person pursuant to, any noteMaterial Contract to which the Seller, bond, mortgage, indenture or credit agreement, the Companies or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of the Companies’ Subsidiaries is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedto which any of the properties or assets of the Companies or any of the Companies’ Subsidiaries are subject, other than, except for (A) in the case of clauses the foregoing clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that arise as a result of any facts or circumstances relating to the Buyer or any of its Affiliates and (B) in the case of the type referred foregoing clauses (i)(y) or (iii), any such conflicts, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to above which would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer Parent and Acquisition Sub does Purchaser do not, and the performance of this Agreement by Buyer Parent and Acquisition Sub Purchaser will not, and the consummation of the Transactions by Parent and Purchaser will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or byBy-laws (of either Parent or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubPurchaser, (ii) assuming the that all consents, approvals and other authorizations specified described in Section 5.3(b5.03(b) and the approval of the holders of the Shares described in Section 4.04(f) have been received obtained and the waiting periods referred to therein that all filings and other actions described in Section 5.03(b) have expired, and any condition precedent to such consent, approval, authorization, been made or waiver by Buyer has been satisfiedtaken, conflict with or violate any Law applicable to Buyer Parent or Acquisition Sub Purchaser or by which any property or asset of Buyer or Acquisition Sub either of them is bound or affected or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Buyer Parent or Acquisition Sub Purchaser pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer Parent or Acquisition Sub Purchaser is a party or by which Buyer Parent or Acquisition Sub Purchaser or any property or asset of Buyer or Acquisition Sub either of them is bound or affected, other thanexcept, in the case of with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of any of the transactions contemplated herebyTransactions or otherwise prevent Parent or Purchaser from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and, the consummation of the Offer, and the performance consummation by the Company of this Agreement by Buyer and Acquisition Sub the Merger will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubBylaws, (ii) assuming the that all consents, approvals approvals, authorizations, waiting period expirations or terminations, permits, actions, filings, and authorizations specified in Section 5.3(bnotifications contemplated by clauses (i) through (iii) of subsection (b) below have been received and the waiting periods referred to therein have expiredobtained, and any condition precedent to all filings described in such consent, approval, authorization, or waiver by Buyer has clauses have been satisfiedmade, conflict with or violate any Law applicable to Buyer United States or Acquisition Sub foreign federal, state, municipal, international, multinational, supranational or other law, statute, constitution, resolution, ordinance, common law, code, edict, decree, rule, regulation, ruling, treaty, procedure, notice or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by which or under the authority of any property Governmental Entity (or asset under the authority of Buyer Nasdaq, The New York Stock Exchange or Acquisition Sub other stock exchange), in each case that is bound or affected legally binding upon such Person, as amended unless expressly specified otherwise herein (“Law”), or (iii) (A) result in any breach of or violation of, constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give rise to others any right of termination, cancellation, amendment, or acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub pursuant tounder, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permitdeed of trust, franchise arrangement, commitment, purchase order or other instrument instrument, obligation or obligation understanding of any kind or character that is legally binding (each, a “Contract”) to which Buyer the Company or Acquisition Sub its Subsidiaries is a party or by which Buyer the Company or Acquisition Sub its Subsidiaries or any property or asset of Buyer or Acquisition Sub is their respective properties are bound or affected(B) result in the creation of any Lien on any of the properties or assets of the Company or its Subsidiaries, other thanexcept, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right, Lien, or other occurrences of the type referred to above which occurrence that would not have a Material Adverse Effect or prevent or materially delay delay, or would reasonably be expected to prevent or materially delay, the consummation ability of the Company to consummate the transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub Viacom does not, and the performance of this Agreement by Buyer Viacom and Acquisition Sub the performance by Parent of the Parent Voting Agreements will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or byBy-laws (or equivalent organizational similar organization documents) of (A) Buyer Viacom or Blockbuster or (B) Acquisition Subany of its other subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b4.05(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer Viacom or Acquisition Sub any of its subsidiaries or by which any property or asset of Buyer Viacom or Acquisition Sub any of its subsidiaries is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Buyer Viacom or Acquisition Sub any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, or or, to Viacom's knowledge as of the date of this Agreement, any other other, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer Viacom or Acquisition Sub any of its subsidiaries is a party or by which Buyer Viacom or Acquisition Sub any of its subsidiaries or any property or asset of Buyer Viacom or Acquisition Sub any of its subsidiaries is bound or affected, other thanexcept, in the case of clauses (i)(B), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not have a Viacom Material Adverse Effect or would not prevent or materially delay the consummation of the transactions contemplated herebyMerger; provided, however, that for purposes of this Section 4.05(a), the definition of Viacom Material Adverse Effect shall be read so as not to include clause (iii) of the definition thereof.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer CRI, Holdings and Acquisition Sub does Purchaser do not, and the performance of this Agreement by Buyer CRI, Holdings and Acquisition Sub Purchaser will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation of CRI, the Certificate of Incorporation of Parent or byPurchaser or the By-laws (of any of CRI, Holdings or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubPurchaser, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified other actions described in Section 5.3(b5.03(b) have been received obtained and the waiting periods referred to therein all filings and obligations described in Section 5.03(b) have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedmade, conflict with or violate any Law applicable to Buyer CRI, Holdings or Acquisition Sub Purchaser or by which any property or asset of Buyer or Acquisition Sub either of them is bound or affected affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Buyer CRI, Holdings or Acquisition Sub Purchaser pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer CRI, Holdings or Acquisition Sub Purchaser is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub either of them is bound or affected, other thanexcept, in the case of clauses with respect to clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated herebyOffer or Merger, or otherwise prevent or materially delay CRI, Holdings and Purchaser from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.05 of the Company Disclosure Schedule, and assuming (i) compliance with the HSR Act, (ii) the requirements of the Exchange Act and any applicable state securities or “blue sky” laws are met, and (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, is made, none of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the performance or consummation by the Company of the transactions contemplated by this Agreement, or compliance by the Company with any of the provisions of this Agreement by Buyer and Acquisition Sub will not, (iA) conflict with or violate the certificate of incorporation or by-laws (bylaws of the Company or equivalent the comparable organizational documents) documents of (A) Buyer or any of its subsidiaries, (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law law, statute, ordinance, rule, regulation, order, judgment, decree, legislation, injunction, or other binding action or requirement of any Governmental Entity (“Law”) applicable to Buyer the Company or Acquisition Sub its subsidiaries, or by which any property of them or asset any of Buyer their respective properties or Acquisition Sub is assets may be bound or affected affected, except for such conflicts or violations that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (C) other than the accelerated vesting of the Options and the accelerated vesting and delivery of Shares pursuant to outstanding restricted stock units, result in a breach or violation of, a default under, or the triggering of any material payment or other material obligations pursuant to, any of the Company’s existing Employee Benefit Arrangements (as defined below) or any grant or award made under any of the foregoing, or (iiiD) result in any a violation or breach of of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit under, or the creation of a any Lien on on, any of the property or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries pursuant to, to any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise franchise, or other instrument or obligation to which Buyer the Company or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset any of Buyer their respective assets or Acquisition Sub is properties may be bound or affected, other than, in the case of clauses (ii) and (iii), affected except for any such conflicts, violations, breaches, or defaults that could not, individually or other occurrences of in the type referred aggregate, reasonably be expected to above which would not prevent or materially delay have a Material Adverse Effect on the consummation of the transactions contemplated herebyCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer each of Acquiror and Acquisition Merger Sub does do not, and the performance of this Agreement by Buyer each of Acquiror and Acquisition Merger Sub will not, (i) conflict with or violate the certificate of incorporation Acquiror Organizational Documents or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subthe Merger Sub Organizational Documents, (ii) assuming the that all consents, approvals approvals, authorizations, expiration or termination of waiting periods and authorizations specified other actions described in Section 5.3(b5.05(b) have been received obtained and all filings and obligations described in Section 5.05(b) have been made (including in connection with the Domestication and the waiting periods referred to therein have expired, applicable requirements and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedrequired approval of the Cayman Registrar), conflict with or violate any Law applicable to Buyer Acquiror or Acquisition Merger Sub or by which any property of their properties or asset of Buyer or Acquisition Sub is assets are bound or affected affected, or (iii) result in any breach of of, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer Acquiror or Acquisition Merger Sub pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer Acquiror or Acquisition Merger Sub is a party or by which Buyer Acquiror or Acquisition Merger Sub or any property of their properties or asset of Buyer or Acquisition Sub is assets are bound or affected, other thanexcept, in the case of with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, have not had and would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have an Acquiror Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance by the Company of its obligations under this Agreement or the consummation by Buyer and Acquisition Sub the Company of the Transactions will not, : (i) conflict with or violate the certificate of incorporation Company Charter Documents or by-laws (or the equivalent organizational documents) documents of (A) Buyer or (B) Acquisition Sub, any of the Company’s Subsidiaries; (ii) assuming subject to compliance with the consents, approvals and authorizations specified requirements set forth in Section 5.3(b2.5(b) have been received and obtaining the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedSection 350 Vote, conflict with or violate any Law Legal Requirement applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which its or any property or asset of Buyer or Acquisition Sub their respective properties is bound or affected bound; or (iii) except as disclosed in Section 2.5 of the Company Disclosure Letter, result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, renegotiation, acceleration or cancellation of, or result in the creation of a Lien on any property of the properties or asset assets of Buyer the Company or Acquisition Sub its Subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, Contract (as defined in Section 8.7(c)) to which the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its Subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its Subsidiaries or asset its or any of Buyer or Acquisition Sub is bound or affectedtheir respective properties are bound, other than, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breachesdefaults, defaults impairments, alterations, rights, losses or other occurrences Liens that individually or in the aggregate would not reasonably be expected to (x) be material to the Surviving Company and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the type referred Company to above which would not perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the transactions contemplated herebyTransactions.

No Conflict; Required Filings and Consents. (a) The execution None of the execution, delivery and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer and Acquisition Sub the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof (in each case other than in respect of the financing to be obtained contemplated by the Commitment Letters or any other financing obtained in connection with the transactions contemplated hereby) will not, (i) conflict with or violate any provision of the certificate of incorporation or by-laws (of the Company or equivalent the comparable organizational documents) documents of (A) Buyer or (B) Acquisition Subany of its subsidiaries, (ii) assuming subject to the consents, approvals governmental filings and authorizations specified of matters referred to in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied4.5(b), conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or decree applicable to Buyer the Company or Acquisition Sub its subsidiaries, or by which any property of them or asset any of Buyer their respective properties or Acquisition Sub is assets may be bound or affected affected, or (iii) result in any a violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any material benefit, or the creation of a any Lien on any of the property or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any loan or credit agreement, note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset any of Buyer or Acquisition Sub is their respective properties may be bound or affected, except in the case of the foregoing clauses (ii) or (iii) for any such Violations which, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect on the Company. None of the execution, delivery and performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof (in each case other thanthan in respect of the financing contemplated by the Commitment Letters or any other financing obtained in connection with the transactions contemplated hereby) will require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to (any of the foregoing being a "Consent"), any administrative, government or regulatory authority, agency, court, commission, tribunal or body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of a certificate of merger, pursuant to the GCL, (iii) applicable state takeover statutes, (iv) compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and any requirements of any foreign or supranational Antitrust Laws (as hereinafter defined) and (v) Consents, the failure of which to obtain or make, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Company. SECTION SEC Reports and Financial Statements. The Company has filed with the SEC all forms, reports, schedules, registration statements and definitive proxy statements (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Reports") required to be filed by the Company with the SEC since December 31, 1995. Other than American Media Operations, Inc. ("Operations"), no subsidiary of the Company is required to file any form, report, schedule, registration statement or proxy statement with the SEC. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the audited and unaudited consolidated financial statements of the Company (including any related notes and schedules, if any, thereto) included in the SEC Reports complies as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC 9 14 with respect thereto, represents fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and has been prepared in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved except as otherwise noted therein, including in the notes thereto. Except as set forth in the consolidated balance sheet of the Company at September 28, 1998, included in the SEC Reports, as of such date, neither the Company nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that (i) is required by GAAP to be reflected on a consolidated balance sheet of the Company as of such date, and (ii) individually or in the aggregate, reasonably could be expected to have a Material Adverse Effect on the Company. Except as set forth in the consolidated balance sheet of the Company at September 30, 1998, included in the SEC Reports, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected on a consolidated balance sheet of the Company, except for liabilities or obligations (i) incurred in the ordinary course of business since September 28, 1998, or (ii) which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of January 31, 1999, the aggregate Funded Debt of the Company and its subsidiaries was less than $483 million. SECTION Information. None of the information supplied by the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Consent Statement or (iii) any other document to be filed with the SEC or any other Governmental Entity in connection with the transactions contemplated by this Agreement (the "Other Filings") will, at the respective times filed with the SEC or other Governmental Entity and, in addition, in the case of clauses (ii) the Consent Statement, at the date it or any amendment or supplement is mailed to stockholders, and (iii)at the Effective Time, for any such conflictsand, violations, breaches, defaults or other occurrences in the case of the type referred Offer Documents, at the time the Offer Documents or any amendments or supplements are first published or sent or given to above Holders of the Subordinated Notes, as the case may be, or at the time the Debt Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which would they were made, not misleading except, in each case, as the same may be amended or supplemented prior to the Effective Time. The Consent Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Newco in writing specifically for inclusion in the Consent Statement. For purposes of this Agreement, the parties agree that statements made and information in the Consent Statement relating to the Federal income tax consequences of the transactions herein contemplated to holders of Shares shall be deemed to be supplied by the Company and not by Newco. SECTION Litigation. As of the date hereof: there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries that, individually or in the aggregate, reasonably could be expected to (x) have a Material Adverse Effect on the Company or (y) prevent or materially delay in any material respect the consummation of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction or order of any Governmental Entity, administrative or regulatory authority or body, or arbitrator outstanding against the Company or any of its subsidiaries that reasonably could be expected to (x) have, individually or in the aggregate, a Material Adverse Effect on the Company or (y) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. Neither the Company nor any of its subsidiaries nor any of their respective properties is or are subject to any order, writ, judgment, injunction, decree, determination or award which reasonably could be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or would enjoin or prohibit the consummation of the transactions contemplated hereby.. SECTION Compliance with Applicable Laws. Each of the Company and its subsidiaries has been and is in compliance with all permits, licenses and franchises from Governmental Entities required to conduct its business as now being conducted, except to the extent that the failure to have been or comply with such permits, licenses and franchises reasonably could not, individually or in the aggregate, be expected to have a Material Adverse Effect on the Company. The Company and its subsidiaries are, and are conducting their 10 15 respective business operations, in compliance with all laws, regulations and orders of any Governmental Entity applicable to any of them, except for such failures so to comply which, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect on the Company. SECTION

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Purchaser and Merger Sub of this Agreement and the consummation by Buyer Purchaser and Acquisition Merger Sub does of the transactions contemplated hereby, do not and will not, subject to obtaining the Purchaser Stockholder Approval and receipt of the performance of this Agreement by Buyer and Acquisition Sub will notApprovals referred to in Section 3.5(b) below, (i) contravene, conflict with or violate result in a violation or breach of any provision of the certificate Purchaser Charter Documents or the organizational documents of incorporation or by-laws (or equivalent organizational documents) any of (A) Buyer or (B) Acquisition SubPurchaser’s Subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedcontravene, conflict with or violate result in a violation or breach of any provisions of any Law applicable to Buyer Purchaser or Acquisition Sub any of its Subsidiaries or by which its or any property or asset of Buyer or Acquisition Sub their respective properties is bound or affected or affected, (iii) result in require any breach of consent or other action by any Person under, constitute a default (or an event which that, with or without notice or lapse of time or both both, would become constitute a default) under, or give to others any right of cause or permit the termination, amendment, acceleration acceleration, triggering or cancellation or other change of any right or obligation or the loss of any benefit to which Purchaser or any of its Subsidiaries is entitled under (A) any provision of any Contract binding upon Purchaser or any of its Subsidiaries or (B) any license, permit, franchise, certificate, approval or other similar authorization (“Permits”) held by, or affecting, or relating in any way to, the assets or business of, Purchaser or any of its Subsidiaries, or (iv) result in the creation or imposition of a any Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, Purchaser or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedits Subsidiaries, other than, than such exceptions in the case of clauses clause (ii) and ), (iii)) or (iv) as would not, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences of the type referred reasonably be expected to above which would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Material Adverse Effect with respect to Purchaser.

No Conflict; Required Filings and Consents. (a) The Assuming (i) the filings required under the HSR Act are made and the waiting periods thereunder have terminated or have expired, (ii) the requirements of the Exchange Act and any applicable state securities, "blue sky" or takeover law are met, (iii) the filings required under the competition and foreign investment and other applicable laws, each as set forth on Section 5.3 of the disclosure schedule delivered to the Company by the Parent prior to the date hereof (the "Parent Disclosure Schedule"), and the approvals and consents thereunder have been obtained (or waiting periods thereunder have been terminated or have expired), and (iv) the filing of the certificate of merger and other appropriate merger documents, if any, as required by the GCL, is made, none of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notParent or the Purchaser, and the performance consummation by Parent or the Purchaser of this Agreement the transactions contemplated hereby or compliance by Buyer and Acquisition Sub Parent or the Purchaser with any of the provisions hereof will not, (i) conflict with or violate the certificate organizational documents of incorporation Parent or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subthe Purchaser, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment, decree, permit or license applicable to Buyer Parent or Acquisition Sub the Purchaser or any of their subsidiaries, or by which any property of them or asset any of Buyer their respective properties or Acquisition Sub is assets may be bound or affected affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give violation pursuant to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer Parent or Acquisition Sub the Purchaser or any of their subsidiaries is a party or by which Buyer Parent or Acquisition Sub the Purchaser or any property of their subsidiaries or asset any of Buyer their respective properties or Acquisition Sub is assets may be bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance of this Agreement by Buyer the Company and Acquisition Sub the consummation of the Offer, the Merger (the Merger being subject to the approval of this Agreement by the Company Required Vote) and the other transactions contemplated by this Agreement will not, (i) conflict with or violate any provision of the certificate Company Certificate of incorporation Incorporation or by-laws (Company Bylaws, or the equivalent organizational documents) charter documents of (A) Buyer or (B) Acquisition Subany Subsidiary of the Company, (ii) assuming that the consents, approvals and authorizations specified in Section 5.3(b) have been received and the applicable waiting periods referred to therein have expiredperiod, and any condition precedent to such consentextension thereof, approval, authorization, under the HSR Act shall have expired or waiver by Buyer has been satisfiedterminated, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected affected, or (iii) subject to the receipt of the consents set forth on Section 3.5 of the Company Disclosure Letter, result in any a breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right of termination, consent, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance (other than Permitted Encumbrances) on any property or asset of Buyer the Company or Acquisition Sub its Subsidiaries pursuant to, any noteCompany Material Contract, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, except in the case of clauses (ii) and (iii), ) above for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which that would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer Parent and Acquisition Merger Sub does notnor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the performance applicable terms or provisions of this Agreement by Buyer and Acquisition Sub Agreement, will not, (i) conflict with violate any provision of the Parent Organizational Documents or violate the certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany Subsidiary of Parent, (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referenced in Section 5.3(b4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, obtained or waiver by Buyer has been satisfiedmade, conflict with or violate any Law applicable to Buyer Parent or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer Parent or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract that constitutes a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K under the Securities Act) to which Parent or any of its Subsidiaries is a party or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the property or asset assets of Buyer or Acquisition Sub pursuant toParent, any note, bond, mortgage, indenture or credit agreementParent’s Subsidiaries, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedMerger Sub, other than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of Parent (other than Merger Sub), clause (ii) and clause (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences of the type referred to above which Lien that (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to Parent and its Subsidiaries, taken as a whole, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does Acquiror do not, and the performance of this Agreement by Buyer and Acquisition Sub Acquiror will not, (i) conflict with or violate the certificate of incorporation Acquiror Charter Documents or by-laws (or the equivalent organizational documents) documents of (A) Buyer or (B) Acquisition Sub, any of Acquiror's subsidiaries; (ii) assuming subject to obtaining the consentsapproval of Acquiror's shareholders of the Share Issuance and Restructuring, approvals of the Supreme Court of Nova Scotia of the Plan of Arrangement, and authorizations specified compliance with the requirements set forth in Section 5.3(b4.6(b) have been received and the waiting periods referred to therein have expiredbelow, and any condition precedent to such consent, approval, authorizationconflict with, or waiver by Buyer has been satisfiedresult in any violation of, conflict with any law, rule, regulation, order, judgment or violate any Law decree applicable to Buyer Acquiror or Acquisition Sub any of its subsidiaries or by which either Acquiror or any property of its subsidiaries or asset any of Buyer or Acquisition Sub their respective properties is bound or affected affected, except that which could not reasonably be expected to have a Material Adverse Effect with respect to Acquiror; or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or impair Acquiror's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien material lien or encumbrance on any property of the properties or asset assets of Buyer Acquiror or Acquisition Sub any of its subsidiaries pursuant to, any material note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer Acquiror or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub Acquiror or any property of its subsidiaries or asset its or any of Buyer or Acquisition Sub is their respective properties are bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred except that which could not reasonably be expected to above which would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Material Adverse Effect with respect to Acquiror.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Schedule 4.5(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the performance consummation of the Offer, and, subject to the approval of this Agreement by Buyer the holders of Shares under the MBCA to the extent required by applicable Law, the consummation by the Company of the Merger do not and Acquisition Sub will not, (i) conflict with or violate the certificate Articles of incorporation Organization or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubBylaws, (ii) assuming the that all consents, approvals and authorizations specified in Section 5.3(bcontemplated by clauses (i) through (vii) of subsection (b) below have been received and the waiting periods referred to therein have expiredobtained, and any condition precedent to all filings described in such consent, approval, authorization, or waiver by Buyer has clauses have been satisfiedmade, conflict with or violate any Law federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement (“Law”) applicable to Buyer the Company or Acquisition Sub its Subsidiaries or by which any property or asset of Buyer or Acquisition Sub is bound or affected their respective properties are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under), or (B) give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any property of the properties or asset assets of Buyer the Company or Acquisition Sub pursuant to, its Subsidiaries under any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise license or other instrument or obligation (each, a “Contract”) to which Buyer the Company or Acquisition Sub its Subsidiaries is a party or by which Buyer the Company or Acquisition Sub its Subsidiaries or any property or asset of Buyer or Acquisition Sub is bound or affectedtheir respective properties are bound, other thanexcept, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences of the type referred to above which occurrence that would not prevent reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer Parent and Acquisition Merger Sub does notnor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the performance applicable terms or provisions of this Agreement by Buyer and Acquisition Sub Agreement, will not, (i) conflict with violate any provision of the Parent Organizational Documents or violate the certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany Subsidiary of Parent, (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referenced in Section 5.3(b4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, obtained or waiver by Buyer has been satisfiedmade, conflict with or violate any Law applicable to Buyer Parent or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer Parent or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract to which Parent or any of its Subsidiaries is a party or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the property or asset assets of Buyer Parent or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedMerger Sub, other than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of Parent (other than Merger Sub), clause (ii) and clause (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences Lien that (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the type referred Parent or Merger Sub to above which would not perform its respective obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer the Company and Acquisition Sub does Merger Partnership do not, and the performance of this Agreement and the consummation of the Mergers and the other transactions contemplated hereby by Buyer the Company and Acquisition Sub Merger Partnership will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter, Company Bylaws, Certificate of Limited Partnership of Merger Partnership or the Merger Partnership Agreement or (B) Acquisition Subany equivalent organizational or governing documents of any other Company Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.5(b) have been received obtained, all filings and the notifications described in Section 4.5(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company, Merger Partnership or Acquisition Sub any other Company Subsidiary or by which any property or asset of Buyer the Company, Merger Partnership or Acquisition Sub any other Company Subsidiary is bound or affected bound, or (iii) require any consent or notice or approval under, result in any breach of of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer the Company, Merger Partnership or Acquisition Sub any other Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture or credit agreementindenture, or any other contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which Buyer the Company, Merger Partnership or Acquisition Sub any other Company Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, have not had and would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Seller Disclosure Letter, the execution and delivery of this Agreement by Buyer and Acquisition Sub the Seller Parties does not, and the performance of this Agreement and the consummation of the Sale and the other Contemplated Transactions by Buyer and Acquisition Sub the Seller Parties will not, assuming receipt of the Company Stockholder Approval, (i) conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter or Company Bylaws, (B) Acquisition Subthe Partnership Agreement or (C) the Organizational Documents of any Seller or any Target Company, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.5(b) have been received obtained, all filings and the notifications described in Section 4.5(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer any Seller Party or Acquisition Sub any Target Company or by which any property or asset of Buyer any Seller Party or Acquisition Sub any Target Company is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of any Seller Party or any Target Company under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer any Seller Party or Acquisition Sub any Target Company pursuant to, to any note, bond, debt instrument, mortgage, indenture or credit agreementindenture, or any other contract, agreement, leaseGround Lease, Buyback Option, license, permit, franchise permit or any other instrument or legally binding obligation to which Buyer any Seller Party or Acquisition Sub any Target Company is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, have not had and would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Target Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer Purchaser do not, and Acquisition Sub the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated by this Agreement (including the transactions contemplated by the Financing Commitment) by Purchaser will not, (i) conflict with with, constitute or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected or (iii) result in any violation or breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any a right of, or result in a, termination (or right of termination), amendmentfirst offer, first refusal, modification, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under, or result in the creation of a any Lien on in or upon any property of the properties, rights or asset other assets of Buyer Purchaser any of its Subsidiaries under (i) the Purchaser Charter and Purchaser Bylaws, (ii) the organizational documents of, or Acquisition Sub pursuant stockholder agreement relating to, any noteof Purchaser’s Subsidiaries, bond, mortgage, indenture or credit agreement, (iii) any Contract to which Purchaser or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its Subsidiaries is a party or by which Buyer or Acquisition Sub any of them or any property of their respective properties, rights or asset of Buyer or Acquisition Sub other assets is bound or affectedsubject, or (iv) assuming the Purchaser Stockholders Approval, the consents, approvals, filings and other matters referred to in Section 4.05(b) are duly obtained or made, any Law or Order applicable to Purchaser or any of its Subsidiaries or their respective properties, rights or other assets, other than, in the case of clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults defaults, rights, terminations, modifications, cancellations or other occurrences accelerations, losses or creations of any Liens that, individually or in the type referred to above which aggregate, has not had and would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Purchaser Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery or performance by the Subscriber of this Agreement or the other Transaction Documents to which it will be a party or the consummation by Buyer and Acquisition Sub does not, and the performance Subscriber of this Agreement by Buyer and Acquisition Sub will not, the transactions contemplated hereby or thereby will: (i) conflict with or violate any provision of any Governing Document of the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, Subscriber; (ii) assuming the (A) that all consents, approvals and authorizations specified described in Section 5.3(b‎‎Section 4.03(b) have been received obtained and (B) the truth and accuracy of the representations and warranties set forth in ‎‎Article 3 (without giving effect to qualifications for knowledge, material and Company Material Adverse Effect), and all filings and notifications described in ‎‎Section 4.03(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected the Subscriber; or (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or an event which with without notice or lapse of time time, or both would become a default) underboth), or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any property properties or asset assets of Buyer or Acquisition Sub the Subscriber pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Buyer or Acquisition Sub the Subscriber is a party (or by which Buyer any of its properties or Acquisition Sub assets is bound) or any property or asset of Buyer or Acquisition Sub is bound or affectedPermit held by it, other thanexcept, in the case of with respect to clauses (i) and (ii) and (iii)and, for any such conflictsas would not, violationsindividually or in the aggregate, breaches, defaults or other occurrences of the type referred reasonably be expected to above which would not prevent or materially delay the consummation ability of the Subscriber to consummate the transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s performance of this Agreement by Buyer and Acquisition Sub its obligations hereunder will not, (i) subject to obtaining the Requisite Stockholder Approval, conflict with or violate the certificate of incorporation Charter or byBy-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sublaws, (ii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 5.3(b4.4(b) have been received obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) result in any breach of of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is party or by which any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub its Subsidiaries is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation or other occurrences of the type referred to above which Lien that would not prevent constitute, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by Buyer and Acquisition Sub does do not, and the performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated by Buyer and Acquisition Sub this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets (tangible or intangible) of the Company or any Company Subsidiary under (other than any such Lien created as a result of any action taken by Parent or Sub or any Permitted Lien), any provision of (i) conflict with the Company Certificate of Incorporation, the Company By-Laws or violate the certificate comparable organizational documents of incorporation or by-laws (or equivalent organizational documents) any Company Subsidiary, subject to, in the case of (A) Buyer or (B) Acquisition Subthe Merger, if required by applicable Law, obtaining the Stockholder Approval, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits listed in Section 5.3(b4.05(b) have been received obtained prior to the Acceptance Time (or, if the Offer Termination shall have occurred, the Effective Time) and the all filings and notifications listed in Section 4.05(b) have been made and any waiting periods referred thereunder have terminated or expired prior to therein the Acceptance Time (or, if the Offer Termination shall have expiredoccurred, and any condition precedent to such consentthe Effective Time), approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected bound, or (iii) result except as set forth in any breach Section 4.05(a) of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub pursuant toCompany Disclosure Letter, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedCompany Material Contract, other than, in the case of clauses (ii) and (iii), for respectively, any such conflicts, violations, breaches, defaults defaults, rights of termination, cancellation or other occurrences of acceleration, losses or Liens that would not, individually or in the type referred aggregate, reasonably be expected to above which would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.5(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.5(a) of the Company Disclosure Schedule, including the Written Consent, have been made, obtained or given, the performance of this Agreement by Buyer and Acquisition Sub the Company will not, not (i) conflict with or violate the certificate of incorporation or by-laws (bylaws or any equivalent organizational documents) documents of (A) Buyer the Company or (B) Acquisition Subany Company Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations, expiration or termination of waiting periods and authorizations specified other actions described in Section 5.3(b4.5(b) have been received obtained and the waiting periods referred to therein all filings and obligations described in Section 4.5(b) have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedmade, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any noteMaterial Contract, bondexcept, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation with respect to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent have or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Acquiror Disclosure Schedule, the execution and delivery of this Agreement by Buyer and Acquisition Sub Acquiror does not, and the performance of this Agreement by Buyer and Acquisition Sub Acquiror will not, (i) conflict with or violate any provision of the certificate Acquiror’s Articles of incorporation Incorporation or by-laws (Bylaws or any equivalent organizational documents) documents of (A) Buyer or (B) Acquisition Subany of its Subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Acquiror or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Acquiror or Acquisition Sub any of its Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) or (iii) to Acquiror’s knowledge, require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Buyer the Acquiror or Acquisition Sub any of its Subsidiaries pursuant to, to any note, bond, mortgage, indenture Contract to which Acquiror or credit agreementany of its Subsidiaries is a party or to which Acquiror or any of its Subsidiaries or any of their respective assets are subject, or any other contract, agreement, lease, license, permit, franchise Acquiror Permit or other instrument or obligation obligation, except, with respect to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, losses, defaults or failures to obtain any consents or approvals or other occurrences of that would not, individually or in the type referred aggregate, have a Material Adverse Effect with respect to above which would not prevent or materially delay the consummation of the transactions contemplated hereby.Acquiror. As used herein, “

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by Buyer and Acquisition Sub does not, and the or performance of this Agreement or any other Transaction Document by Buyer and Acquisition Sub will not, such Seller or the consummation by such Seller of the transactions contemplated hereby or thereby will: (i) conflict with or violate any provision of the certificate Organizational Documents of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subsuch Seller, (ii) assuming the that all consents, permits, approvals and authorizations specified described in Section 5.3(b3.03(b) have been received obtained and the all filings and notifications described in Section 3.03(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer such Seller, or Acquisition Sub any of its respective properties or by which assets (excluding, for the avoidance of doubt, any property properties or asset assets (including rights) of Buyer or Acquisition Sub is bound or affected the Company), or (iii) require any consent, notice or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under (with or an event which with without notice or lapse of time time, or both would become a default) underboth), or result in termination or give to others any right of termination, vesting, amendment, acceleration acceleration, modification, cancellation, notice, consent, waiver, purchase or cancellation sale of, or result in the creation triggering of any payment or in the imposition of a Lien on (other than a Permitted Lien) upon any property of the respective properties or asset assets (including rights) of Buyer such Seller (excluding, for the avoidance of doubt, any properties or Acquisition Sub assets (including rights) of the Company), pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which Buyer or Acquisition Sub such Seller is a party (or by which Buyer any of their respective properties or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is assets (including rights) are bound or affected), other thanexcept, in the case of with respect to clauses (ii) and (iii) of this Section 3.03(a), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which as would not prevent reasonably be expected to prevent, materially delay or materially delay impair, the consummation ability of such Seller to perform its respective obligations under this Agreement or any Transaction Document to which it is or will be a party or consummate the transactions contemplated herebyhereby or thereby.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 4.3(a) of the BidCo Disclosure Letter, the execution, delivery and delivery performance of this Agreement by Buyer and Acquisition Sub BidCo does not, and the performance consummation of this Agreement by Buyer the Acquisition and Acquisition Sub the other transactions contemplated hereby (including the funding of the Financing pursuant to the Commitment Letter) will not, not (i) breach, violate or conflict with or violate the certificate of incorporation or incorporation, by-laws (or equivalent organizational documents) other governing documents of (A) Buyer or (B) Acquisition SubBidCo, (ii) assuming the that all consents, approvals and authorizations specified in Section 5.3(bcontemplated by clauses (i) through (v) of subsection (b) below have been received and the waiting periods referred to therein have expiredobtained, and any condition precedent to all filings described in such consent, approval, authorization, or waiver by Buyer has clauses have been satisfiedmade, conflict with with, breach or violate any Law applicable to Buyer or Acquisition Sub BidCo or by which either of them or any property of their respective properties or asset of Buyer or Acquisition Sub is bound or affected or assets are bound, (iii) result in any breach of or violation of, constitute a default or require a consent (or an event which with notice or lapse of time time, or both both, would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien (except a Permitted Lien) on any property or asset of Buyer or Acquisition Sub the material assets of BidCo pursuant to, any note, bond, mortgage, indenture or credit agreementContracts to which BidCo, or any other contractAffiliate thereof, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub BidCo or any property of its Affiliates or asset its or their respective properties are bound (including any Contract to which an Affiliate of Buyer or Acquisition Sub BidCo is bound or affecteda party), other thanexcept, in the case cases of clauses (ii) and (iii), for any such conflictsbreach, violationsviolation, breachesconflict, defaults default, loss, termination, cancellation, amendment or acceleration or other occurrences of the type referred to above occurrence which would not prevent reasonably be expected to have, individually or materially delay in the consummation of aggregate, a BidCo Material Adverse Effect or (iv) solely with respect to the transactions contemplated herebyFinancing, breach or violate any indenture or other material agreement or material instrument binding upon BidCo or any Subsidiary thereof.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company nor the consummation by the Company of the transactions contemplated by this Agreement, and nor compliance by the performance Company with any of the applicable terms or provisions of this Agreement by Buyer and Acquisition Sub Agreement, will not, (i) conflict with violate any provision of the Company’s Certificate of Incorporation or violate Bylaws or the certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany Subsidiary of the Company, (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referenced in Section 5.3(b3.5(b) have been received obtained or made and (in the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer case of the Merger) the Company Stockholder Approval has been satisfiedreceived, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration (other than pursuant to any Company Benefit Plan) or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the property or asset assets of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedits Subsidiaries, other than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company, clause (ii) and clause (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences Lien that (A) has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the type referred Company to above which would not perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the performance consummation by the Company of the Merger or any of the transactions contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement by Buyer and Acquisition Sub will not(with or without notice or lapse of time, or both), (i) assuming the accuracy of the representations and warranties contained in Section 5.9, conflict with or violate the certificate Company Articles of incorporation Incorporation or bythe By-laws (or the equivalent organizational documents) documents of (A) Buyer or (B) Acquisition Subthe Company’s subsidiaries, (ii) assuming receipt of the Company Stockholder Approval and the consents, approvals and authorizations specified in Section 5.3(b4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law Legal Requirements applicable to Buyer the Company or Acquisition Sub any of its subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its subsidiaries is bound or affected or affected, (iii) result in any breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give to rise in others any right of termination, amendment, acceleration or cancellation of, under any Company Material Contract or (iv) result in the creation of a Lien on Lien, other than any property Permitted Lien, upon any of the properties or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries pursuant toto or under, any note, bond, mortgage, indenture indenture, credit agreement or credit agreement, Company Material Contract to which the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its subsidiaries is a party or by which Buyer the Company or Acquisition Sub any of its subsidiaries or any property or asset of Buyer the Company or Acquisition Sub any of its subsidiaries is bound or affected, other than, in the case of clauses (ii) and through (iiiiv), for any such conflictsviolation, violationsbreach, breachesconflict, defaults default, termination, cancellation, acceleration or other occurrences of the type referred to above which Lien that would not prevent have, and would not reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer Company, Hermes Sub I and Acquisition Hermes Sub II does not, and, assuming receipt of the Company Stockholder Approval and that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained, all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired, as applicable, the performance of this Agreement by Buyer Agreement, the transactions contemplated hereby and Acquisition Company’s, Hermes Sub I’s and Hermes Sub II’s obligations hereunder will not, : (i) conflict with or violate the certificate result in a violation of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter or the Company Bylaws, or (B) Acquisition Subany comparable Organizational Documents of any Company Subsidiary, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate result in any violation of any Law applicable to Buyer Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer Company or Acquisition Sub any Company Subsidiary is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of any obligation or any loss of any benefit or increase in any cost or obligation of Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of of, or result in a, termination, amendmentmodification, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer Company or Acquisition Sub any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture or credit agreementindenture, or any other contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which Buyer Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (i)(B), (ii) and (iii)) above, for any such conflictsas, violationsindividually or in the aggregate, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by Buyer and Acquisition Sub the Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter or Company Bylaws or (B) Acquisition Subany equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.5(b) have been received obtained, all filings and the notifications described in Section 4.5(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture or credit agreementindenture, or any other contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which Buyer the Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, have not had and would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming (i) the filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") are made and the waiting periods thereunder have been terminated or have expired, (ii) the requirements of the Exchange Act and any applicable state securities, "blue sky" or takeover law are met, (iii) the filing of the certificate of merger and other appropriate merger documents, if any, as required by the GCL, is made and (iv) approval of this agreement by the holders of a majority of the Common Shares, if required by the GCL, is received, none of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the performance consummation by the Company of this Agreement the transactions contemplated hereby or compliance by Buyer and Acquisition Sub the Company with any of the provisions hereof will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or byBy-laws (Laws of the Company or equivalent the comparable organizational documents) documents of (A) Buyer or (B) Acquisition Subany of its Significant Subsidiaries, (ii) assuming except as disclosed on Section 4.04(a) of the consentsCompany Disclosure Schedule, approvals and authorizations specified result in Section 5.3(ba breach or violation of, a default under or the triggering of any payment or other material obligations pursuant to, any of the Company's existing Employee Benefit Arrangements (as hereinafter defined) have been received and or any grant or award made under any of the waiting periods referred to therein have expiredforegoing, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, (iii) conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment, decree, permit or license applicable to Buyer the Company or Acquisition Sub any of its subsidiaries, or by which any property of them or asset any of Buyer their respective properties or Acquisition Sub is assets may be bound or affected affected, or (iiiiv) result in any a violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit, or the creation of a any Lien on any property of the properties or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries (any of the foregoing referred to in clause (ii), (iii) or this clause (iv) being a "Violation") pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset any of Buyer or Acquisition Sub is their respective properties may be bound or affected, other than, in the case of clauses (ii) and clause (iii)) or (iv) above, for any such conflictsViolations that, violationsindividually or in the aggregate, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated hereby.(A) reasonably be expected to have a Material Adverse Effect

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer the Company, the consummation of the Offer, and, subject to the approval of this Agreement by the Company’s shareholders to the extent required by applicable Law, the consummation by the Company of the Merger and Acquisition Sub the other transactions contemplated hereby, do not and will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation or by-laws (or equivalent organizational documents) Bylaws of (A) Buyer or (B) Acquisition Subthe Company, (ii) assuming the that all consents, approvals and authorizations specified in Section 5.3(bcontemplated by clauses (i) through (v) of subsection (b) below have been received and the waiting periods referred to therein have expiredobtained, and any condition precedent to all filings described in such consent, approval, authorization, or waiver by Buyer has clauses have been satisfiedmade, conflict with or violate any Law federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement (“Law”) or any Nasdaq rule or regulation applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer or Acquisition Sub is bound or affected their respective properties are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (B) result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any property of the properties or asset assets of Buyer the Company or Acquisition Sub pursuant to, any of its Subsidiaries under any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise permit or other instrument or obligation (each, a “Contract”) to which Buyer the Company or Acquisition Sub any of its Subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its Subsidiaries or asset any of Buyer or Acquisition Sub is bound or affectedtheir respective properties are bound, other thanexcept, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences of the type referred to above occurrence which would not prevent have or materially delay reasonably be expected to have, individually or in the consummation of the transactions contemplated herebyaggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the consummation by Buyer the Company of the Transactions do not and Acquisition Sub does will not, directly or indirectly (with or without notice or lapse of time or both), and the performance of this Agreement compliance by Buyer the Company with its obligations hereunder and Acquisition Sub thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with the Company Certificate or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubCompany Bylaws, (ii) assuming subject to obtaining or making the consents, approvals approvals, Orders, authorizations, registrations, declarations, filings and authorizations specified other actions described in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied4.06(b), conflict with or violate any Law or rule of NASDAQ applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or bound, (iii) result in any violation or breach of or conflict with any provisions of, or constitute (with or without notice or lapse of time, or both) a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to others any right of purchase, termination, amendment, acceleration or cancellation ofcancellation) under, or result in the loss of any benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Material Contract or (iv) result in the creation of a Lien Lien, except for Permitted Liens, on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contractof its Subsidiaries, agreementexcept, lease, license, permit, franchise or other instrument or obligation with respect to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other than, in the case of clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults conflicts, defaults, rights of purchase, terminations, amendments, accelerations, cancellations, losses of benefits, payments or other occurrences of the type referred to above which Liens that have not had and would not prevent reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s performance of this Agreement by Buyer and Acquisition Sub its obligations hereunder will not, (i) subject to obtaining the Requisite Shareholder Approval, conflict with or violate the certificate of incorporation Charter or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubBylaws, (ii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 5.3(b4.4(b) have been received obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) result in any breach of of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, result in the loss or impairment of rights under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company or any of its Subsidiaries is party or by which any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub its Subsidiaries is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation or other occurrences of the type referred to above which Lien that would not prevent or materially delay the consummation of the transactions contemplated herebyconstitute a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer Parent and Acquisition Merger Sub does notnor the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, nor compliance by Parent and Merger Sub with any of the performance applicable terms or provisions of this Agreement by Buyer and Acquisition Sub Agreement, will not, (i) conflict with or violate any provision of the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubParent Organizational Documents, (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referenced in Section 5.3(b4.5(b) have been received obtained or made and (in the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer case of the Parent Stock Issuance) the Parent Stockholder Approval has been satisfiedreceived, conflict with or violate any Law applicable to Buyer Parent or Acquisition Merger Sub or by which any property or asset of Buyer Parent or Acquisition Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract to which Parent or Merger Sub is a party or by which any property or asset of Parent or Merger Sub is bound or affected, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the property or asset assets of Buyer Parent or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedMerger Sub, other than, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences Lien that (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (B) would not impair in any material respect the ability of Parent or Merger Sub to perform their respective obligations under this Agreement or to consummate the type referred to above which Merger, or would not prevent or materially delay the consummation of any of the Merger and the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. Except (a) The such filings as may be required in connection with the Transfer Taxes described in Section 2.13 and (b) as otherwise set forth on Schedule 3.3, the execution and delivery of this Agreement by Buyer the Seller does not and Acquisition Sub does the execution and delivery of the Related Documents by the Seller will not, and the performance consummation of this Agreement by Buyer the Transactions hereby and Acquisition Sub thereby will not, not (i) conflict with or violate the certificate provisions of incorporation or by-laws (or equivalent organizational documents) the Organizational Documents of (A) Buyer or (B) Acquisition Subany member of the Seller Group, (ii) assuming subject to the consentsentry of the Sale Order, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable or Order to Buyer or Acquisition Sub which any member of the Seller Group is subject or by which any property its properties or asset of Buyer or Acquisition Sub is bound or affected or assets are bound, (iii) require any member of the Seller Group to obtain any Consent, or give any notice to, or make any filing with, any Governmental Authority on or prior to the Closing Date (except as required by the Bankruptcy Code or the Sale Order), (iv) subject to the entry of the Sale Order, result in any a breach of or constitute a default (with or an event which with without due notice or lapse of time or both would become a default) underboth), or give rise to others any right of termination, amendmentcancellation or acceleration under, or require the Consent of any third party to, any Assigned Contract, (v) subject to the entry of the Sale Order, result in the imposition or creation of any Lien upon or with respect to any of the assets or properties of the Seller Group or (vi) violate or conflict with, result in the acceleration or cancellation of, or result create in any party the creation right to accelerate, terminate, modify or cancel any Contract which any member of a Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub the Seller Group is a party or by which Buyer Seller or Acquisition Sub or any property or asset of Buyer or Acquisition Sub the Business is bound or affected, other than, in to which any of the case of Transferred Assets are subject; excluding from the foregoing clauses (ii) through (vi) any Consents, approvals, notices and (iii)filings the absence of which, for any such conflicts, and violations, breaches, defaults defaults, rights of acceleration, cancellation or other occurrences termination, and Liens, the existence of the type referred to above which would not prevent not, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.05(a) of the Disclosure Schedule, subject to the receipt of the Company Stockholder Approval, the execution and delivery by the Company Parties of this Agreement and all documents and agreements contemplated by Buyer this Agreement, including the Offer and Acquisition Sub does the Merger, do not, and the performance of this Agreement by Buyer its obligations hereunder and Acquisition Sub thereunder will not, (i) conflict with or violate (1) the Company Charter or the Company Bylaws or (2) the certificate of incorporation formation of the DownREIT Partnership or by-laws (the DownREIT Partnership Agreement, as amended or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subsupplemented, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified other actions described in subsection (b) of this Section 5.3(b) 4.05 have been received obtained and the waiting periods referred to therein all filings and obligations described in subsection (b) of this Section 4.05 have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfiedmade, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Subsidiary, is bound or affected bound, or (iii) require any consent or result in any violation or breach of or constitute a default (with or an event which with without notice or lapse of time or both would become both) a default) under, default (or give to others any right of termination, amendment, acceleration or cancellation ofcancellation) under, or result in the triggering of any payments or result in the creation of a Lien or other encumbrance on any property or asset of Buyer the Company or Acquisition Sub any Subsidiary, pursuant to, any noteof the terms, bondconditions or provisions of any Permit, mortgage, indenture Company Lease or credit agreement, contract other than a Company Lease to which the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub Subsidiary is a party or by which Buyer or Acquisition Sub it or any property of its respective properties or asset of Buyer or Acquisition Sub is bound or affectedassets may be bound, other thanexcept, in the case of with respect to clauses (ii) and (iii), for any such conflictstriggering of payments, Liens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, breachesconflicts, breaches or defaults or other occurrences of the type referred to above which would not not, individually or in the aggregate, (A) prevent or materially delay the consummation of the Offer, the Merger or the other transactions contemplated herebyby this Agreement or (B) reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company nor the consummation by the Company of the transactions contemplated by this Agreement, and nor compliance by the performance Company with any of the applicable terms or provisions of this Agreement by Buyer and Acquisition Sub Agreement, will not, (i) conflict with violate any provision of the Company’s Certificate of Incorporation or violate Bylaws or the certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany Subsidiary of the Company, (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referenced in Section 5.3(b3.5(b) have been received obtained or made and (in the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer case of the Merger) the Company Stockholder Approval has been satisfiedreceived, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration (other than pursuant to any Company Benefit Plan) or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the property or asset assets of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedits Subsidiaries, other than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Company, clause (ii) and clause (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences Lien that (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the type referred Company to above which would not perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (ai) The Except as set forth in Section 3.1(f)(i) of the Company Disclosure Schedule with respect to clause (C) below, neither the execution and delivery of this Agreement by Buyer and Acquisition Sub does not, and nor the performance by the Company of its obligations hereunder, nor the consummation of the transactions contemplated hereby, will: (A) violate or conflict with the Company's Certificate of Incorporation or By-Laws; (B) assuming adoption of this Agreement by Buyer stockholders of the Company and Acquisition Sub will notassuming satisfaction of the requirements set forth in Section 3.1(f)(ii) below, (i) conflict with violate any statute, law, ordinance, rule or violate regulation, applicable to the certificate Company or any of incorporation its Subsidiaries or by-laws (any of their properties or equivalent organizational documents) of (A) Buyer assets; or (BC) Acquisition Sub, (ii) assuming except for the consents, approvals and authorizations specified notices required to be obtained from or delivered to (as applicable) Clients under the Investment Contracts pursuant to this Agreement, violate, breach, be in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected or (iii) result in any breach of or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others permit the termination of any right of termination, amendment, acceleration or cancellation provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of the Company or any of its Subsidiaries under, or result in the creation or imposition of a Lien on any property Encumbrance upon any properties, assets or asset business of Buyer the Company or Acquisition Sub pursuant toany of its Subsidiaries under, any note, bond, indenture, mortgage, indenture or credit agreement, or any other contract, agreementdeed of trust, lease, licensefranchise, permit, franchise authorization, license, contract, instrument or other instrument agreement or obligation commitment or any order, judgment or decree to which Buyer the Company or Acquisition Sub any of its Subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its Subsidiaries or asset any of Buyer their respective assets or Acquisition Sub properties is bound or affectedencumbered, other thanor give any Person the right to require the Company or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, in the case of clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults conflicts, defaults, terminations, accelerations, encumbrances, purchase or repurchase obligations or other occurrences of which, individually or in the type referred to above which aggregate, would not prevent or materially delay have a Material Adverse Effect on the consummation of the transactions contemplated herebyCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance by the Company of this Agreement by Buyer its obligations hereunder and Acquisition Sub the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate articles of incorporation or by-laws (bylaws or equivalent organizational documents) documents of (A) Buyer the Company or (B) Acquisition Subany of the Subsidiaries, (ii) assuming the consents, approvals that all Consents and authorizations specified filings described in Section 5.3(b3.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, obtained or waiver by Buyer has been satisfiedmade, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub the Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub the Subsidiaries is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub Violation pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any of the Subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of the Subsidiaries or asset any of Buyer or Acquisition Sub is their respective properties may be bound or affected. (b) No Consent of, or filing with, any Governmental Entity is required by the Company in connection with the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, except for - 3 - 4 (i) compliance with the HSR Act and any requirements of any other than, in the case of clauses Antitrust Laws and (ii) and (iii)Consents or filings the failure of which to be obtained or made would not, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated hereby.hereby or the performance by the Company of any of its obligations hereunder. ARTICLE IV

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Seller do not, and the performance of this Agreement and the transactions contemplated hereby by Buyer and Acquisition Sub the Seller will not, (i) conflict with or violate the certificate of incorporation Seller Articles or bySeller By-laws (Laws or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subthe Subsidiary Organizational Documents, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law federal, state or local statute, ordinance, rule, regulation, order, judgment or decree (collectively, “Laws”) applicable to Buyer the Seller or Acquisition Sub any Seller Subsidiary or by which its or any property or asset of Buyer or Acquisition Sub their respective properties is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of Buyer the Seller or Acquisition Sub any Seller Subsidiary pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Seller or Acquisition Sub any Seller Subsidiary is a party or by which Buyer or Acquisition Sub the Seller or any property Seller Subsidiary or asset its or any of Buyer or Acquisition Sub their respective properties is bound or affected, other than, except in the case of clauses (ii) and (iii), above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Seller Material Adverse Effect. Sections 17-1286 through 17-1298 and Sections 17-12,100 through 17-12,104 of the type referred KGCC are inapplicable to above which would not prevent the execution, delivery or materially delay performance of this Agreement and the consummation transactions contemplated thereby, including the Merger. No other “business combination,” “control share acquisition,” “fair price” or other anti-takeover laws or regulations enacted under Kansas state law applies to the execution, delivery or performance of this Agreement or any of the transactions contemplated herebyhereby by the Seller, including the Merger.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company nor the consummation by the Company of the transactions contemplated by this Agreement, and nor compliance by the performance Company with any of the applicable terms or provisions of this Agreement by Buyer and Acquisition Sub Agreement, will not, (i) conflict with violate any provision of the Company’s Certificate of Incorporation or violate Bylaws or the certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany Subsidiary of the Company, (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referenced in Section 5.3(b3.5(b) have been received obtained or made and (in the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer case of the Merger) the Company Stockholder Approval has been satisfiedreceived, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or filing with any third party pursuant to any of the terms or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, or result in the creation of a Lien on Lien, other than any Permitted Lien, upon any of the property or asset assets of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedits Subsidiaries, other than, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences Lien that (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (B) would not impair in any material respect the ability of the type referred Company to above which perform its obligations under this Agreement or to consummate the Merger, or would not prevent or materially delay the consummation of any of the Merger and the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance consummation of this Agreement by Buyer and Acquisition Sub the transactions contemplated hereby will not, not (i) conflict with or violate the certificate of incorporation charter or by-laws (bylaws, or the equivalent organizational documents) , in each case as amended or restated, of (A) Buyer the Company or (B) Acquisition Subany of its subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (individually, "Law" and collectively, "Laws") applicable to Buyer the Company or Acquisition Sub any of its subsidiaries or by which any property or asset of Buyer or Acquisition Sub their respective properties is bound or affected subject or (iii) except as described in Schedule 3.5(a) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any of its subsidiaries is a party or by or to which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset any of Buyer or Acquisition Sub their respective properties is bound or affectedsubject, other than, except in the case of clauses (ii) and (iii)) above where such conflict, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, requirement, lien, or other occurrences encumbrance could not be reasonably expected to have a Company Material Adverse Effect. The Board of Directors of the type referred Company has taken all actions necessary under VSCA, including approving the transactions contemplated by this Agreement and taking appropriate actions under any stockholder protection laws applicable to above which would the Company or any of its subsidiaries, to ensure that restrictions on business combinations or the owning or voting of the capital stock of the Company or any of its subsidiaries do not, and will not prevent apply with respect or materially delay the consummation as a result of the transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance consummation of this Agreement by Buyer the Merger and Acquisition Sub the other transactions contemplated hereby will not, not (i) breach, violate or conflict with the Certificate of Incorporation or violate Bylaws, (ii) the certificate articles of incorporation or and by-laws (laws, or equivalent organizational documents, of each of the Clinic Joint Ventures set forth in Section 3.5(a) of the Company Disclosure Schedule (A) Buyer or (B) Acquisition Subthe “Material Clinic Joint Ventures”), (iiiii) assuming the that all consents, approvals and authorizations specified in Section 5.3(bcontemplated by subsection (b) below have been received obtained, all filings described in such clauses have been made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer Company Requisite Vote has been satisfiedobtained, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Buyer the Company, any of its Subsidiaries or Acquisition Sub any Material Clinic Joint Venture or by which its or any property or asset of Buyer or Acquisition Sub is their properties are bound or affected or (iiiiv) result in any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) ), require a consent or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien (except a Permitted Lien) on any property of the material assets of the Company, any of its Subsidiaries or asset of Buyer or Acquisition Sub any Material Clinic Joint Venture pursuant to, any noteMaterial Contract, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affected, other thanexcept, in the case of clauses (ii), (iii) and (iiiiv), for any such conflictsbreach, violationsviolation, breachesdefault, defaults consent, loss, right or other occurrences of the type referred to above occurrence which would not prevent reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Section 3.5.1 The execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by Buyer and Acquisition Sub the Company will not, (iA) assuming the Required Company Shareholders and the Required TARP Preferred Holders (to the extent that the TARP Preferred Stock remains outstanding at the Effective Time) approve this Agreement, conflict with or violate any provision of the certificate of incorporation Company Articles or by-laws (the Company Bylaws or any equivalent organizational documents) documents of (A) Buyer or any Company Subsidiary, (B) Acquisition Sub, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b) 3.5.2 have been received obtained and the all filings and notifications described in Section 3.5.2 have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected (C) assuming that all consents, approvals, authorizations and permits described in Section 3.5.2 have been obtained and all filings and notifications described in Section 3.5.2 have been made and any waiting periods thereunder have terminated or (iii) expired, or require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance (other than Permitted Liens) on any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise Company Permit or other instrument or legally binding obligation to which Buyer the Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (iiB) and (iiiC), respectively, for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which that would not prevent reasonably be expected to have, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Buyer and Acquisition Sub does not, and or the performance of this Stock Option Agreement by Buyer and Acquisition Sub the Company, the consummation by the Company of the transactions contemplated hereby or thereby or the compliance by the Company with any of the provisions hereof or thereof will not, (i) conflict with or violate the certificate articles of incorporation or by-laws (of the Company or equivalent the comparable organizational documents) documents of (A) Buyer or (B) Acquisition Subany of the Subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or decree applicable to Buyer the Company or Acquisition Sub the Subsidiaries, or by which any property of them or asset any of Buyer their respective properties or Acquisition Sub is assets may be bound or affected affected, or (iii) result in any a violation or breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or result in any loss of any material benefit, or the creation of a any Lien on any of the property or asset assets of Buyer the Company or Acquisition Sub any of the Subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any of the Subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of the Subsidiaries or asset any of Buyer or Acquisition Sub is their respective properties may be bound or affected, other than, except in the case of the foregoing clauses (ii) and or (iii), ) for any such conflictsViolation which, violationsindividually and in the aggregate, breaches, defaults or other occurrences would not have a Material Adverse Effect on the Company. (b) None of the type referred to above which would not prevent execution and delivery of this Agreement or materially delay the Stock Option Agreement by the Company, the consummation by the Company of the transactions contemplated hereby.hereby or thereby or the compliance by the Company with any of the provisions hereof or thereof will require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to (any of the foregoing being a "Consent"), any government or subdivision thereof, or any administrative, governmental or regulatory - 9 - 10 authority, agency, commission, tribunal or body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of an agreement of merger together with an officer's certificate of the Company and the Purchaser pursuant to the GCL, (iii) compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and any requirements of any foreign or supranational Antitrust Laws (as hereinafter defined), (iv) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover Laws, and (v) Consents or filings the failure of which to obtain or make, individually and in the aggregate, would not have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. SECTION 4.06

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer the Company and Acquisition Company Sub does do not, and the performance of this Agreement by Buyer the Company and Acquisition Company Sub and the consummation of the Transactions will not, not (i) conflict with or violate the certificate Restated Articles of incorporation Incorporation or by-laws (Bylaws of the Company or conflict with or violate the Articles of Incorporation or bylaws or equivalent organizational documents) documents of (A) Buyer or (B) Acquisition Subany Company Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified other actions described in Section 5.3(bsubsection (b) have been received obtained and the waiting periods referred to therein all filings and obligations described in subsection (b) have expired, and any condition precedent to such consent, approval, authorization, been made or waiver by Buyer has been satisfiedcomplied with, conflict with or violate any Law foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, permit, license, injunction, writ, judgment, decree or order ("Law") applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected affected, or (iii) conflict with, result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or result in the creation of a Lien lien, claim, security interest or other charge, title imperfection or encumbrance (collectively, "Liens") on any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any contract, note, bond, mortgage, indenture or credit agreement, or any other contract, agreementindenture, lease, license, permit, franchise agreement or other instrument or obligation to which Buyer the Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer or Acquisition Sub any asset of the Company or any property or asset of Buyer or Acquisition Sub Company Subsidiary is bound or affected, except, with respect to (x) clause (iii), under the Business Loan Agreement (Revolving Credit) and Term Loan Agreement between the Company and Union Bank (or any amendment, extension, refinance, renewal or replacement thereof permitted by this Agreement) and the other thanagreements listed in Section 5.5 of the Company Disclosure Schedule, in the case of and (y) clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences of that would not, individually or in the type referred to above which would not aggregate, have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated herebyTransactions.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by Buyer and Acquisition Sub does notthe Company, and the performance consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s compliance with any of the provisions of this Agreement by Buyer and Acquisition Sub will not, (i) subject to obtaining the Requisite Stockholder Approval, conflict with or violate (x) the certificate Certificate of incorporation Incorporation or byBylaws or (y) the organizational or governing documents of any of the Company’s subsidiaries that are classified as “significant subsidiaries” under Rule 1-laws (or equivalent organizational documents02(w) of Regulation S-X promulgated by the SEC (A) Buyer or (B) Acquisition Subeach such subsidiary, a “significant subsidiary”), (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b3.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its significant subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its significant subsidiaries is bound or affected affected, or (iii) result in any breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on lien, claim, mortgage, encumbrance, pledge, security interest or charge of any property kind (collectively, “Liens”), other than any Permitted Lien, upon any of the properties or asset assets of Buyer the Company or Acquisition Sub any of its significant subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub the Company or any property or asset of Buyer or Acquisition Sub its significant subsidiaries is bound or affectedbound, other than, in the case of clauses (ii) and (iii), for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation or other occurrences of the type referred to above which Lien that would not prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect. For purposes of the transactions contemplated hereby.this Agreement, “

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Purchaser do not, and the consummation by the Purchaser of the transactions contemplated by this Agreement and performance of this Agreement by Buyer and Acquisition Sub will not, (i) conflict with violate any provision of the Organizational Documents of the Purchaser or violate the certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany Subsidiary of the Purchaser, (ii) assuming that the consents, approvals registrations, declarations, filings, and authorizations specified notices referenced in Section 5.3(b5.4(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, obtained or waiver by Buyer has been satisfiedmade, conflict with or violate any Applicable Law applicable to Buyer the Purchaser or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Purchaser or Acquisition Sub any of its Subsidiaries is bound or affected affected, or (iii) violate, conflict with, or result in any breach of any provision of, or loss of any benefit, or constitute a default or modification (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendmentacceleration, acceleration or cancellation of or require an additional payment to or the consent of any third party pursuant to any of the terms or provisions of, any contract to which the Purchaser or any of its Subsidiaries is a party or by which any property or asset of the Purchaser or any of its Subsidiaries is bound or affected, or result in the creation of a Lien on lien, other than any Permitted Exceptions, upon any of the property or asset assets of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Purchaser or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedits Subsidiaries, other than, in the case of clauses clause (i) with respect to the certificate of incorporation or bylaws (or equivalent organizational documents) of any Subsidiary of the Purchaser), clause (ii) ), and clause (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, modification, termination, right of termination, acceleration, cancellation, or other occurrences of the type referred to above which lien that (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement Agreement, the Ancillary Agreements and the Related Transaction Agreements by Buyer the Company do not and Acquisition Sub does will not, the performance of this Agreement, the Ancillary Agreements and the Related Transaction Agreements by the Company will not, and the performance consummation by the Company of the Merger, the Related Transactions and the other transactions contemplated by this Agreement by Buyer Agreement, the Ancillary Agreements and Acquisition Sub the Related Transaction Agreements will not, with or without notice or lapse of time, or both, (i) conflict with or violate the restated certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer the Company or (B) Acquisition Subany of its Subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or affected, (iii) result in any breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of consent, termination, amendment, acceleration or modification, acceleration, cancellation of, or any right of acceleration or cancellation or modification of any benefit or obligation under, or right to challenge (A) any Securitization Basic Document or Other Securitization Basic Document or (B) any other Company Contract or (iv) result in the creation of a Lien Lien, other than any Permitted Lien, on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedits Subsidiaries, other than, in the case of clauses (ii), (iii) and (iii)iv) hereof, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, amendment, acceleration, cancellation or other occurrences Lien that has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect or that would not reasonably be expected to materially impair the ability of the type referred Company or any of its Subsidiaries to above which would not perform any of their obligations under this Agreement, the Ancillary Agreements or the Related Transaction Agreements or prevent or materially unreasonably delay the consummation of the transactions contemplated herebyTransactions.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Buyer Xxxxxx and Acquisition Merger Sub does not, nor the consummation by Xxxxxx and Merger Sub of the performance of this Agreement by Buyer and Acquisition Sub transactions contemplated hereby will not, (i) conflict with violate any provision of Parent’s or violate the its Subsidiaries’ certificate of incorporation or by-laws bylaws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub), (ii) assuming that the consentsConsents, approvals registrations, declarations, filings and authorizations specified notices referred to in Section 5.3(b4.3(b) have been received and the obtained or made, any applicable waiting periods referred to therein have expired, expired and any condition precedent to any such consent, approval, authorization, or waiver by Buyer Consent has been satisfied, conflict with or violate any Law applicable to Buyer Parent or Acquisition Sub any of its Subsidiaries (including Merger Sub) or by which any property or asset of Buyer Parent or Acquisition Sub any of its Subsidiaries (including Merger Sub) is bound or affected affected, (iii) assuming that the Consents, registrations, declarations, filings and notices referred to in Section 4.3(b) have been obtained or made, result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the material assets or properties of Parent or any of its Subsidiaries, or (iiiiv) result in any breach of of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, Contract to which Parent or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its Subsidiaries (including Merger Sub) is a party party, or by which Buyer any of their respective properties or Acquisition Sub or any property or asset of Buyer or Acquisition Sub assets is bound or affectedbound, other than, in the case of clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration or other occurrences of the type referred to above which cancellation that would not prevent or materially delay the consummation of the transactions contemplated herebyhave a Parent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by Buyer and Acquisition Sub its subsidiaries will not, (i) conflict with or violate the certificate of incorporation or by-laws corporate charter documents (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany of its subsidiaries, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b4.5(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law or the Listing Rules (the "ASX Listing Rules") of the Australian Stock Exchange Limited ("ASX") applicable to Buyer or Acquisition Sub any of its subsidiaries or by which any property or asset of Buyer or Acquisition Sub any of its subsidiaries is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Buyer or Acquisition Sub any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, or or, to Buyer's knowledge as of the date of this Agreement, any other other, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub any of its subsidiaries or any property or asset of Buyer or Acquisition Sub any of its subsidiaries is bound or affected, other thanexcept, in the case of clauses (i)(B), (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not have a Buyer Material Adverse Effect and would not prevent or materially delay the consummation of the transactions contemplated herebyMerger; provided, however, that for purposes of this Section 4.5(a), the definition of Buyer Material Adverse Effect shall be read so as not to include clause (iii) of the definition thereof.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does each of the REIT III Parties do not, and the performance of this Agreement by Buyer and Acquisition Sub its obligations hereunder will not, (i) assuming receipt of the REIT III Stockholder Approval, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the REIT III Governing Documents or (B) Acquisition Subany equivalent organizational or governing documents of any other REIT III Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.3(b) have been received obtained, all filings and the notifications described in Section 4.3(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer REIT III or Acquisition Sub any REIT III Subsidiary or by which any property or asset of Buyer REIT III or Acquisition Sub any REIT III Subsidiary is bound or affected bound, or (iii) except as set forth in Section 4.3(a)(iii) of the REIT III Disclosure Letter, require any consent or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation or any loss of any benefit or material increase in any cost or obligation of REIT III or any REIT III Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer REIT III or Acquisition Sub any REIT III Subsidiary pursuant to, any note, bond, mortgage, indenture Contract or credit agreement, Permit to which REIT III or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub REIT III Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a REIT III Material Adverse Effect.

No Conflict; Required Filings and Consents. (ai) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance of this Agreement its obligations hereunder and the consummation of the Transactions by Buyer and Acquisition Sub the Company will not, (iA) conflict with or violate the certificate Articles of incorporation or by-laws (Incorporation, Bylaws or equivalent organizational documents) documents of (A) Buyer the Company or any of its Significant Subsidiaries; (B) Acquisition Sub, (ii) assuming subject to obtaining the consents, approvals Company Stockholder Approval and authorizations specified compliance with the requirements set forth in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied4.1(d)(ii), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Buyer the Company or Acquisition Sub any of its subsidiaries or by which any property or asset of Buyer or Acquisition Sub their respective properties is bound or affected affected; or (iiiC) result in any breach of or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party or the Company or its subsidiaries under, or give to others any right rights of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of Buyer the Company or Acquisition Sub any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset any of Buyer or Acquisition Sub is their respective properties are bound or affected, other thanin each case having value or requiring payments over the term thereof equal to or greater than $5.0 million, except, in the case of clauses clause (iiB) and (iii)above, for any such conflicts, violations, breaches, defaults conflicts or other occurrences of the type referred to above which violations that would not prevent or materially delay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and would not have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 4.1(d)(i) of the Company Disclosure Letter, there are no material consents, waivers and approvals under any agreements, contracts, licenses or leases required to be obtained by the Company or its Significant Subsidiaries in connection with entering into of this Agreement or the consummation of the transactions contemplated herebyTransactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub does the Company do not, and the performance of this Agreement by Buyer the Company and Acquisition Sub the consummation by the Company of the Transactions will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or byBy-laws Laws (or equivalent similar organizational documents) of (A) Buyer the Company or (B) Acquisition Subany of its Subsidiaries, (ii) assuming the that all consents, approvals and other authorizations specified described in Section 5.3(b3.05(b) have been received obtained, that all filings and other actions described in Section 3.05(b) have been made or taken and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer Stockholder Approval has been satisfiedobtained, conflict with or violate any Law federal, state, local or foreign law, statute, ordinance or common law, or any rule, regulation, standard, judgment, order, writ, injunction or decree of any Governmental Authority, including Health Care Laws (collectively, “Law”), applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any such Subsidiary is bound or affected affected, or (iii) result in any breach or violation of or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Buyer the Company or Acquisition Sub any such Subsidiary pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer the Company or Acquisition Sub any such Subsidiary is a party or by which Buyer the Company or Acquisition Sub any such Subsidiary or any property or asset of Buyer the Company or Acquisition Sub any such Subsidiary is bound or affected, other thanexcept, in the case of with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or materially delay the consummation of the transactions contemplated herebyTransactions.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby by Buyer and Acquisition Sub the Company will not, assuming receipt of the Company Stockholder Approval if required by applicable Law, (i) conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter or Company Bylaws or (B) Acquisition Subany equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b5.5(b) have been received obtained, all filings and the notifications described in Section 5.5(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 5.5(b)) under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any note, bond, debt instrument, mortgage, indenture or credit agreementindenture, or any other contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which Buyer the Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences of which, individually or in the type referred to above which aggregate, have not had and would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Buyer of this Agreement and the other Transaction Documents to which it is a party do not, the performance by Buyer it of its obligations hereunder and Acquisition Sub does notthereunder, and the performance of this Agreement consummation by Buyer and Acquisition Sub of the transactions contemplated hereby or thereby will not, not (i) violate, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorizationwith, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer or Acquisition Sub or by which any property or asset of Buyer or Acquisition Sub is bound or affected or (iii) result in any breach of any provisions of its certificate of formation or limited liability company operating agreement, (ii) violate, conflict with, or result in a violation or breach of, or constitute a default (with or an event which with without due notice or lapse of time or both would become a defaultboth) under, or give to others any right of termination, amendment, acceleration or cancellation permit the termination of, or result in the acceleration of, or entitle any Person to accelerate any obligation, or result in the loss of any benefit, or give any Person the right to require any security to be repurchased, or give rise to the creation of a any Lien on upon any property or asset of Buyer or Acquisition Sub pursuant toits assets under, any of the terms, conditions, or provisions of any loan or credit agreement, note, bond, mortgage, indenture indenture, or credit agreementdeed of trust, or any other contractlicense, lease, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub to which it or any property or asset of Buyer or Acquisition Sub is its assets may be bound or affectedsubject, other than, or (iii) violate any Applicable Law; except in the case of clauses (ii) and (iii), ) of this Section 3.4(c) for any such violations, conflicts, violations, breaches, defaults defaults, rights of termination, cancellation or other occurrences acceleration, loss of benefits, repurchase rights, Liens or effects that would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement. No Consent of any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery by Buyer of this Agreement or any of the type referred other Transaction Documents to above which would not prevent Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, or materially delay the consummation by Buyer of the transactions contemplated herebyhereby or thereby, except for any such Consent that is routine or ministerial in nature.

No Conflict; Required Filings and Consents. (a) The Assuming satisfaction of all applicable requirements referred to in Section 4.03(b) below, the execution and delivery of this Agreement by Buyer and Acquisition Sub does notNewco, and the performance of this Agreement compliance by Buyer and Acquisition Sub will not, (i) conflict Newco with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received provisions hereof and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver consummation by Buyer has been satisfied, and Newco of the transactions contemplated hereby will not conflict with or violate any Law statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or ruling applicable to the Buyer or Acquisition Sub any of its Subsidiaries or by which any property of their properties, or asset of Buyer conflict with, violate or Acquisition Sub is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, cancellation or acceleration of, or cancellation ofthe loss of a benefit under, or result in the creation of a Lien lien, security interest, charge or encumbrance on any property of the properties or asset assets of the Buyer or Acquisition Sub any of its Subsidiaries pursuant toto (i) the organizational documents of the Buyer or any of its Subsidiaries or (ii) any contract, any lease, agreement, note, bond, mortgage, indenture or credit agreementindenture, or any other contractdeed of trust, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub is a party or by which Buyer or Acquisition Sub obligation, or any property license, authorization, permit, certificate or asset of Buyer or Acquisition Sub is bound or affectedother franchise, other than, in the case of clauses (ii) and (iii), for any than such conflicts, violations, breaches, defaults defaults, losses, rights of termination, amendment, cancellation or other occurrences acceleration, liens, security interests, charges or encumbrances as to which requisite waivers have been obtained or which individually or in the aggregate would not have a material adverse effect on the ability of the type referred Buyer and Newco to above which would not prevent or materially delay the consummation of the transactions contemplated herebyperform their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.04(b) are obtained or made and except as otherwise disclosed in Section 3.04(a) of the Disclosure Schedule delivered by Acquiror to the Company contemporaneously with the execution and delivery of this Agreement (the "Acquiror Disclosure Schedule"), the execution and delivery of this Agreement by Buyer and Acquisition Sub the Acquiror Companies does not, and the performance of this Agreement by Buyer and Acquisition Sub their respective obligations hereunder, including the consummation of the transactions contemplated hereby, will not, not (with or without notice or lapse of time or both) (i) conflict with or violate the certificate Acquiror Organizational Documents or the Articles of incorporation Incorporation or by-laws (or equivalent organizational documents) Bylaws of (A) Buyer or (B) Acquisition Sub, (ii) assuming the consents, approvals and authorizations specified in Section 5.3(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law Laws in effect as of the date of this Agreement or any judgment, order or decree applicable to Buyer Acquiror or Acquisition Sub any of Acquiror's subsidiaries or by or to which any property or asset of Buyer or Acquisition Sub their properties is bound or affected subject or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of Buyer Acquiror or Acquisition Sub any of Acquiror's subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer Acquiror or Acquisition Sub any of Acquiror's subsidiaries is a party or by or to which Buyer or Acquisition Sub Acquiror or any property of Acquiror's subsidiaries or asset any of Buyer or Acquisition Sub their respective properties is bound or affected, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences of the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated herebysubject.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance of this Agreement by Buyer and Acquisition Sub the Company will not, (iA) conflict with or violate any provision of the certificate of incorporation Company Articles or bythe Company By-laws (or equivalent organizational documents) of (A) Buyer or assuming the Company Stockholder Approval is obtained), (B) Acquisition Sub, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.5(b) have been received obtained and the all filings and notifications described in Section 4.5(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, ) conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its Subsidiaries or by which any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries is bound or affected or (iiiC) (assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained and all filings and notifications described in Section 4.5(b) have been made and any waiting periods thereunder have terminated or expired) require any consent or approval under, result in any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other Encumbrance on any property or asset of Buyer the Company or Acquisition Sub any of its Subsidiaries pursuant to, any noteContract, bond, mortgage, indenture or credit agreement, or any other contract, agreement, lease, license, permit, franchise Company Permit or other instrument or obligation to which Buyer or Acquisition Sub it is a party or by which Buyer or Acquisition Sub the Company or any property or asset of Buyer or Acquisition Sub its Subsidiaries is bound or affected, other thanexcept, in the case of with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences of that would not, individually or in the type referred to above which would not prevent or materially delay the consummation of the transactions contemplated herebyaggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by Buyer and Acquisition Sub the Company does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by Buyer and Acquisition Sub the Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate the certificate of incorporation or by-laws (or equivalent organizational documents) any provision of (A) Buyer the Company Charter or the Company Bylaws or (B) Acquisition Subany equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming the that all consents, approvals approvals, authorizations and authorizations specified permits described in Section 5.3(b4.5(b) have been received obtained, all filings and the notifications described in Section 4.5(b) have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any other Company Subsidiary or by which any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 4.5(b)) under, result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendmentacceleration, acceleration cancellation or cancellation payment (including disposition or similar fees) (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of Buyer the Company or Acquisition Sub any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture or credit agreementindenture, or any other contract, agreement, ground lease, license, permit, franchise permit or other instrument or legally binding obligation to which Buyer the Company or Acquisition Sub any Company Subsidiary is a party or by which Buyer or Acquisition Sub or any property or asset of Buyer or Acquisition Sub is bound or affectedparty, other thanexcept, in the case of as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided that, for the avoidance of doubt, for purposes of this Section 4.5(a) the exceptions set forth in clauses (vi) and (vii) of the type referred definition of “Company Material Adverse Effect” shall not apply to above which would not prevent any such conflicts, violations, breaches, defaults or materially delay the consummation of the transactions contemplated herebyother occurrences in determining whether a Company Material Adverse Effect has occurred).

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer the Company do not and Acquisition Sub will not, not (i) conflict with or violate the certificate Certificate of incorporation Incorporation or by-laws (Bylaws of the Company or equivalent organizational documents) of (A) Buyer or (B) Acquisition Subany of its subsidiaries, (ii) assuming the that all consents, approvals and authorizations specified in Section 5.3(bcontemplated by clauses (i) through (vii) of subsection (b) below have been received and the waiting periods referred to therein have expiredobtained, and any condition precedent to all filings described in such consent, approval, authorization, or waiver by Buyer has clauses have been satisfiedmade, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Buyer the Company or Acquisition Sub any of its subsidiaries or by which its or any property of their respective properties, rights or asset of Buyer or Acquisition Sub is assets are bound or affected or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss of a benefit under, or give rise to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation give rise to any other material right of a Lien on counterparty or any property other material liability or asset obligation of Buyer the Company or Acquisition Sub pursuant toany of its subsidiaries under, any note, bond, mortgage, indenture or credit agreementindenture, or any other contract, agreement, lease, license, permit, franchise permit or other instrument or obligation (each, a “Contract”) to which Buyer the Company or Acquisition Sub any of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset its or any of Buyer their respective properties, rights and assets are bound, or Acquisition Sub is bound or affectedof any Licenses, other thanexcept, in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right, liability, obligation or other occurrences of the type referred to above occurrence which would not prevent not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect or (y) prevent, materially delay or materially delay impede the consummation of the Merger or the other transactions contemplated herebyby this Agreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by Buyer and Acquisition Sub does not, and the performance of this Agreement by Buyer the Company do not, and Acquisition Sub the consummation of the Merger and the other transactions contemplated hereby will not, (i) subject to obtaining the Company Requisite Vote, conflict with or violate the certificate Certificate of incorporation Incorporation or by-laws (or equivalent organizational documents) of (A) Buyer or (B) Acquisition SubCompany Bylaws, (ii) conflict with or violate the certificates of incorporation, bylaws or the comparable governing documents of any subsidiary of the Company, (iii) assuming the that all consents, approvals approvals, authorizations and authorizations specified in Section 5.3(bPermits contemplated by clauses (i) through (v) of subsection (b) below have been received obtained, and the all filings and notifications described in such clauses of subsection (b) below have been made and any waiting periods referred to therein thereunder have terminated or expired, and any condition precedent to such consent, approval, authorization, or waiver by Buyer has been satisfied, conflict with or violate any Law applicable to Buyer the Company or Acquisition Sub any of its subsidiaries or by which any property of their respective assets or asset of Buyer or Acquisition Sub is bound or affected properties or (iiiiv) result in any breach or violation of or constitute a default (or an event which event, which, with notice or lapse of time or both both, would become a default) or result in the loss of a benefit to which the Company or its subsidiaries are entitled under, or give rise to others any right of termination, amendmentcancellation, adverse amendment or acceleration of, require notice or cancellation ofconsent under, or result in the creation of a Lien (except a Permitted Lien) on any property of the material assets or asset properties of Buyer the Company or Acquisition Sub any of its subsidiaries pursuant to, any note, bond, mortgage, indenture or credit agreement, Contract to which the Company or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Buyer or Acquisition Sub of its subsidiaries is a party or by which Buyer or Acquisition Sub the Company or any property of its subsidiaries or asset of Buyer its or Acquisition Sub is bound their respective assets or affectedproperties are bound, other thanexcept, in the case of clauses (ii), (iii) and (iiiiv), for any such conflictsconflict, violationsviolation, breachesLien, defaults breach, default, loss, right, requirement of notice or consent or other occurrences of the type referred to above occurrence which would not prevent not, individually or materially delay in the consummation of the transactions contemplated herebyaggregate, reasonably be expected to have a Material Adverse Effect.