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 HL do not, and the performance of this Agreement by HL shall not: (i) conflict with or violate HL’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basis.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of this Agreement by HL Parent and Merger Sub shall not: (i) conflict with or violate HLParent’s or Merger Sub’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLParent’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Parent Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Parent or Merger Sub is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Noteholder Amended Note by HL do notthe Company, and the performance of this Agreement by HL shall not: the Company’s obligations hereunder and thereunder, will not (i) conflict with or violate HLthe Company’s Charter Documentsamended and restated certificate of incorporation or its amended and restated bylaws, each as amended, (ii) conflict with or violate any Legal Requirement applicable Legal Requirementsto the Company, or by which any of its properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underunder any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or materially impair HL’s rights other instrument to which the Company is a party or alter by which the rights Company or obligations any of any third party underits material properties is bound or affected, or give to others any rights of terminationexcept where, amendment, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that of the foregoing would not, either individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLEffect. (b) The execution and delivery of this Agreement and the Noteholder Amended Note by HL do notthe Company, and the performance of their respective obligations hereunder and thereunder, will not, not require any prior consent, approval, authorization approval or permit ofauthorization, or prior filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of filings with the Securities Actand Exchange Commission (the “SEC”), the Exchange Act, filings required under state securities or blue sky laws, and filings with any other market or exchange on which the rules and regulations thereunderCompany’s Common Stock is or becomes listed for trading (the “Principal Market”), and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) except where the failure to obtain such consents, approvals, authorizations approvals or permitsauthorizations, or to make such filings notifications or notificationsfilings, would not, either individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Purchaser of this Agreement does not, the execution and delivery by HL do the Purchaser of any instrument required by this Agreement to be executed and delivered by the Purchaser will not, and the performance by the Purchaser of its agreements and obligations under this Agreement by HL shall not: (i) conflict with or violate HL’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of any filings required to be made or clearances required to be obtained under the Securities HSR Act, the Exchange Act, (ii) such filings and notifications as may be required under applicable U.S. federal and state or foreign securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessLaws, and (iiiii) where the failure to obtain such other consents, licenses, authorizations, approvals, authorizations or orders, registrations, declarations, permits, or to make such filings or notificationsnotifications which, if not obtained or made, would notnot reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. (b) The execution and delivery by the Purchaser of this Agreement does not, the execution and delivery by the Purchaser of any other instrument required by this Agreement to be executed and delivered by the Purchaser will not, and the performance by the Purchaser of its agreements and obligations under this Agreement will not, (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of the Purchaser, (ii) violate, conflict with, require consent pursuant to, result in a breach of, constitute a default (with or without due notice or lapse of time or both) under, or give rise to a right of, or result in, the termination, cancellation, modification, acceleration or the loss of a benefit under any of the terms, conditions or provisions of any Contract to which the Purchaser or any of its subsidiaries is a party or otherwise bound or to which any of its properties or assets is subject or (iii) violate any Order or Law applicable to any of the Purchaser or any of its properties or assets, except, in the case of clauses (ii) and (iii) above, for any violation, conflict, consent, breach, default, termination, cancellation, modification, acceleration, loss or creation that would not reasonably be expected to (x) have have, individually or in the aggregate, a Purchaser Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do not, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby will not: (i) , conflict with or violate HL’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirementswith, or (iii) result in any breach of violation of, or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) undertime, or materially impair HL’s rights or alter the rights or obligations of any third party underboth), or give rise to others any rights a right of termination, amendmentcancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Acquiror or Merger Sub, acceleration or cancellation ofas amended, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii)any material mortgage, for any such conflictsindenture, violationslease, breaches, defaults, impairments, alterations contract or other occurrences that would notagreement or instrument, individually and in the aggregatepermit, have a Material Adverse Effect on HLconcession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or Merger Sub or their properties or assets. (b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to Acquiror or Merger Sub in connection with the execution and delivery of this Agreement by HL do not, Acquiror and Merger Sub or the performance consummation by Acquiror and Merger Sub of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitythe transactions contemplated hereby, except for (i) for applicable requirementsthe filing of appropriate merger documents as required by Delaware Law, if any, (ii) the filing of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents a Form 8-K with the relevant authorities SEC and National Association of other jurisdictions in which HL is qualified to do businessSecurities Dealers ("NASD") within 15 days after the Closing Date, (iii) such filings as may be required under HSR, and (iiiv) where the failure to obtain such other consents, approvalsauthorizations, authorizations filings, approvals and registrations which, if not obtained or permits, or to make such filings or notificationsmade, would not, individually or in the aggregate, reasonably be expected to (x) not have a Material Adverse Effect on HLAcquiror and would not prevent, materially alter or (y) prevent delay any the consummation of the Transactions or otherwise prevent HL from performing its material obligations under transactions contemplated by this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL the Company shall not: (i) conflict with or violate HL’s the Company's Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) the Company pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLCompany. (b) The execution and delivery of this Agreement by HL do the Company does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Company, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby, do not, and the performance of this Agreement by HL shall not: : (i) conflict with or violate HL’s Charter Documents, the articles of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, to the Buyer or by which any property or asset of the Buyer is bound or affected; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contractsmaterial contract or agreement to which the Buyer is a party; other than, except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would notinstances that, individually or in the aggregate, reasonably be expected would not prohibit or materially impair the Buyer’s ability to perform its obligations under this Agreement or the Ancillary Agreements. (xb) have The Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer of this Agreement or the Ancillary Agreements to which the Buyer is a Material Adverse Effect on HL, party or (y) prevent the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing thereby, except for (i) filings as may be required by any applicable federal or state securities or “blue sky” laws, or (ii) as may be necessary as a result of any facts or circumstances relating to the Seller or any of its material obligations under this Agreement on a timely basisAffiliates.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of this Agreement by HL Buyer and shall not: (i) conflict with or violate HL’s Buyer's Charter Documents, ; (ii) conflict with or violate any applicable Legal Requirements, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Buyer's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Buyer pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLthe Buyer. (b) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Buyer is qualified to do business; (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing; and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLBuyer, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and Subject to the approval by the SPAC Shareholders of the SPAC Shareholder Matters, neither the execution, delivery nor performance by SPAC of this Agreement by HL do notor the other Transaction Agreements to which it is a party, and nor the performance consummation of this Agreement by HL shall notthe Transactions, shall: (i) conflict with or violate HL’s Charter its Governing Documents, ; (ii) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.04(b) are duly and timely obtained or made, conflict with or violate any applicable Legal Requirements, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s its rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of HL (other than Permitted Liens) SPAC pursuant to, any HL Contracts, except, with respect to clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that as would not, individually and or in the aggregate, have a Material Adverse Effect on HLreasonably be expected to be material to the SPAC. (b) The execution and delivery by SPAC of this Agreement by HL do and the other Transaction Agreements to which it is a party does not, and the performance of their respective its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except except: (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities blue sky laws, foreign securities laws and the rules and regulations thereunder, and appropriate documents with the relevant authorities rules of other jurisdictions in which HL is qualified Nasdaq; (ii) for the filings required pursuant to do business, Antitrust Laws and the expiration of the required waiting periods thereunder; and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent be material to the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisSPAC.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Purchaser do not, and the performance of this Agreement by HL shall Purchaser will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirementsto Purchaser or by which any of its property or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights 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 the properties or assets of HL (other than Permitted Liens) Purchaser pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses (ii) and (iii)which Purchaser is a party or by which Purchaser or any property or asset of Purchaser is bound or affected, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that which would not, individually and or in the aggregate, have a Material Adverse Effect material adverse effect on HLthe business or operations of Purchaser. (b) The execution and delivery of this Agreement by HL Purchaser do not, and the performance of their respective obligations hereunder this Agreement by Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state securities takeover laws, and the rules filing and regulations thereunder, and recordation of appropriate merger documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, as required by New York Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the delay consummation of the Transactions Merger, or otherwise prevent HL Purchaser from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Company do not, and the performance of this Agreement by HL shall the Company will not: , (i) conflict with or violate HL’s Charter Documentsany provision of (A) the Amended and Restated Articles of Incorporation of the Company as in effect on the date hereof (the “Company Articles”), (B) the Bylaws of the Company as in effect on the date hereof (the “Company Bylaws”), or (C) any equivalent organizational documents of any Company Subsidiary, or (ii) conflict with require any consent or violate any applicable Legal Requirementsapproval under, or (iii) violate, result in any breach of, any loss of any benefit under or constitute a change of control or default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties lien or assets of HL other encumbrance (other than a Permitted LiensLien) on any property or asset of the Company or any Company Subsidiary pursuant to, any HL ContractsLaw, Contract, Company Permit or other instrument or obligation, except, with respect to clauses clause (i)(C) or clause (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that which would not, individually and or in the aggregate, have a Company Material Adverse Effect on HLEffect. (b) The execution and delivery of this Agreement by HL the Company do not, and the performance of their respective obligations hereunder this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic or foreign Governmental Entity, except (i) for applicable requirementsunder the Exchange Act, if any, of the Securities Act, the Exchange Actany applicable Blue Sky Law, state securities laws, and the rules and regulations thereunderof Nasdaq and pursuant to Section 1.2 hereof, and appropriate documents the filing of the Articles of Merger with the relevant authorities Pennsylvania Secretary of other jurisdictions in which HL is qualified to do businessState, (ii) any filings necessary under the HSR Act or foreign antitrust laws and regulations, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Company Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and all other instruments or documents executed by HL do not, Buyer in connection herewith and the performance consummation of this Agreement by HL shall not: the transactions contemplated hereby will not (i) conflict with or violate HL’s Charter Documentsthe certificate of incorporation, or bylaws of Buyer, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirements, to Buyer or by which any property or asset of Buyer is bound or affected or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, any Contract to which Buyer is a party or materially impair HL’s rights by which Buyer or alter the rights any property or obligations asset of any third party underBuyer is bound except, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would notnot prevent or delay consummation of the Closing, individually and in the aggregate, have a Material Adverse Effect on HLor otherwise prevent Buyer from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of their respective obligations hereunder this Agreement by Buyer will not, require Buyer to obtain or make any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, (A) federal or state securities or "blue sky" laws, and (B) the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessCommunications Act, and (C) state and local governmental authorities, including state and local Franchise authorities, (ii) as required under the HSR Act and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the delay consummation of the Transactions Closing or otherwise prevent HL Buyer from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL the Company shall not: (i) conflict with or violate HL’s the Company's Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) the Company pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLCompany. (b) The execution and delivery of this Agreement by HL do the Company does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Company, or (y) prevent the consummation of the Transactions or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement, the 2023 Agreement, and Director Nomination Agreement and the consummation by HL the Company of the transactions contemplated thereby do not and will not, and the execution, delivery and performance by the Company of this Agreement by HL shall Series A Amendment, the Series 2023 Amendment, and the Warrants, when executed and delivered in accordance with the terms hereof and thereof, will not: (ia) conflict with or violate HL’s Charter Documents, (ii) conflict with or violate any provision of the Certificate of Incorporation after it is amended by the Certificate Amendment or of By-Laws of the Company (the “By-Laws”); (b) violate any federal, state or local law, order, decree, statute, regulation or injunction (collectively, “Law”) applicable Legal Requirementsto the Company; (c) subject to the waivers in 7.1, or (iii) conflict with, result in a breach or default under, require any breach consent of or constitute a default (notice to or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of give to any third party under, or give to others any rights right of termination, amendmentmodification, acceleration or cancellation ofcancellation, or result in the creation of a Lien on any lien, charge, mortgage, limitation, encumbrance, adverse claim, security interest or restriction or condition of any kind whatsoever (collectively, “Encumbrances”) upon any property or right of the properties or assets of HL (other than Permitted Liens) Company pursuant to, any HL Contractscontract, exceptagreement, with respect to clauses (ii) and (iii)license, for any such conflicts, violations, breaches, defaults, impairments, alterations permit or other occurrences that would notinstrument to which the Company is a party or by which the Company or any of its rights, individually and in the aggregateassets or properties may be bound, have a Material Adverse Effect on HL.affected or benefited; or (bd) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization consent or permit approval of, registration or filing with or notification tonotice to any federal, state or local governmental authority or any agency or instrumentality thereof (a “Governmental EntityAuthority”), except (i) for any filings required to be made under applicable requirements, if any, of the Securities Act, the Exchange Act, federal and state securities laws, Laws and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisCertificate Amendment.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Plastec does not, and the performance of this Agreement by HL Plastec shall not: , (i) conflict with or violate HL’s the Charter DocumentsDocuments of Plastec or any Subsidiary or any Legal Requirements (as defined in Section 11.2(h)), (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLPlastec’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Plastec pursuant to, any HL ContractsPlastec Contracts (as defined in Section 2.19(a)), except, with respect to clauses (ii) and or (iii)) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Plastec Contract, including any “change in control” or similar provision of any Plastec Contract, except for any such conflicts, violations, breaches, defaults, impairmentstriggerings, alterations accelerations, increases or other occurrences that would not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect on HLPlastec. (b) The execution and delivery of this Agreement by HL do Plastec does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”) or other third party (including, without limitation, lenders and lessors) except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act, ”) or state securities lawslaws (“Blue Sky Laws”), and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which HL Plastec is licensed or qualified to do business, (ii) the consents, approvals, authorizations and permits described in Schedule 2.5 and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLPlastec or, after the Closing, GSME, or (y) prevent the consummation of the Transactions transactions contemplated by this Agreement or otherwise prevent HL the Parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of this Agreement by HL Parent and Merger Sub shall not: (i) conflict with or violate HL’s Parent's or Merger Sub's Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Parent's or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Parent Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Parent or Merger Sub is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by HL do not, and the performance of this Agreement by HL shall not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any Law or Order in each case applicable Legal Requirementsto the Company or by which its properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) the Company pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses which the Company is a party or by which the Company or its properties or assets is bound or affected, except in the case of clause (ii) and or (iii)) above, for any such conflicts, breaches, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLEffect. The execution and delivery by the Company of this Agreement do not, and the performance of this Agreement shall not, require the Company to, obtain any Approval of any Person or Approval of, observe any waiting period imposed by, or (y) prevent the consummation make any filing with or notification to, any Governmental Authority, domestic or foreign, except for compliance with applicable requirements of the Transactions Securities Act, the Exchange Act and Blue Sky Laws, the pre-Merger notification requirements of the HSR Act or otherwise prevent HL from performing its material obligations under this Agreement on Foreign Competition Laws or where the failure to obtain such Approvals, or to make such filings or notifications, could not, individually or in the aggregate, reasonably be expected to have a timely basisMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Company do not, and the performance of this Agreement by HL shall the Company will not: , (i) conflict with or violate HL’s Charter Documentsthe Articles of Incorporation or By-laws of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirementsto the Company or by which the Company or any of its properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties property or assets of HL (other than Permitted Liens) the Company pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses (ii) and (iii)which the Company is a party or by which it or any of its properties is bound or affected, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in not cause or create a material risk of non-performance or delayed performance by the aggregate, have a Material Adverse Effect on HLCompany of its obligations under this Agreement. (b) The execution and delivery of this Agreement by HL the Company do not, and the performance of their respective obligations hereunder this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, Act and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in delay the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent performance by the consummation Company of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Purchaser do not, and the performance of this Agreement by HL shall Purchaser will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirementsto Purchaser or by which any of its property or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights 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 the properties or assets of HL (other than Permitted Liens) Purchaser pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses (ii) and (iii)which Purchaser is a party or by which Purchaser or any property or asset of Purchaser is bound or affected, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that which would not, individually and or in the aggregate, have a Material Adverse Effect material adverse effect on HLthe business or operations of Purchaser. (b) The execution and delivery of this Agreement by HL Purchaser do not, and the performance of their respective obligations hereunder this Agreement by Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state securities takeover laws, and the rules and regulations thereunderHSR Act, and filing and recordation of appropriate merger documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the delay consummation of the Transactions Offer or the Merger, or otherwise prevent HL Purchaser from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent do not, and the performance of this Agreement by HL Parent shall not: (i) conflict with or violate HLParent’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLParent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Parent Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL Parent do not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do notand each of the Ancillary Agreements to which the Buyer will be a party, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby and thereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, or to the Buyer; or (iii) result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, under or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to clauses (ii) and (iii)which the Buyer is a party, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, materially impair the ability of the Buyer to consummate, or prevent or materially delay, any of the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (xb) have a Material Adverse Effect on HLThe Buyer is not required to file, seek or (y) prevent obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisthereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL AIMCO do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by HL shall AIMCO will not: , (ia) conflict with with, result in a breach of, cause a dissolution or violate HL’s Charter Documentsrequire the consent or approval of any Person under, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any provision of the properties or assets Organizational Documents of HL (other than Permitted Liens) pursuant toAIMCO, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, the notification requirements of the Securities ActHSR Act and the HUD Clearance, (c) subject to the Exchange Actmaking of the filings and obtaining the approvals identified in clause (b), state securities lawsconflict with or violate any Law, judgment, order, writ, injunction or decree applicable to AIMCO or by which any property or asset of AIMCO is bound or affected, or (d) conflict with or 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, result in the loss by AIMCO or modification in a manner materially adverse to AIMCO of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of AIMCO or any subsidiary of AIMCO pursuant to, any Contract of AIMCO, except, in the case of clauses (a), (b) and (c), such as would not prevent or delay such Seller from performing its obligations under this Agreement in any material respect, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisAIMCO.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by HL do not, and the performance of this Agreement by HL Parent or Merger Sub shall not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or Bylaws of Parent or the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) conflict with or violate any Law or Order in each case applicable Legal Requirementsto Parent or Merger Sub or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result except in the creation case of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses clause (ii) and (iii)above, for any such conflicts, violations, breaches, defaults, impairments, alterations conflicts or other occurrences violations that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would could not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLEffect. (b) The execution and delivery by Parent and Merger Sub of this Agreement do not, and the performance by Parent and Merger Sub of this Agreement shall not, require Parent or Merger Sub to obtain the Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Authority, domestic or foreign, except for (yA) prevent the consummation compliance with applicable requirements of the Transactions Securities Act, the Exchange Act, Blue Sky Laws, or otherwise prevent HL from performing its material obligations under this Agreement on the pre-Merger notification requirements of the HSR Act or Foreign Competition Laws, (B) the filing of the Certificate of Merger in accordance with Delaware law, (C) the filing of a timely basislisting application or other documents as required by the NYSE or (D) where the failure to obtain such Approvals, or to make such filings or notifications, would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL the Company shall not: , (i) conflict with or violate HLthe Company’s or Subsidiary’s Charter Documents, (ii) conflict with or violate any applicable Legal RequirementsRequirements (as defined in Section 11.2(b)), or (iii) except as set forth in Schedule 2.5, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) the Company or pursuant to, any HL ContractsCompany Contracts or (iv) except as set forth in Schedule 2.5, result in the triggering, acceleration or increase of any payment to any Person pursuant to any Company Contract, including any “change in control” or similar provision of any Company Contract, except, with respect to clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults, impairmentstriggerings, alterations accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLthe Company. (b) The execution and delivery of this Agreement by HL do the Company does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign governmental entity (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act of 1934, as amended (the “Exchange Act, state securities laws”) or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which HL the Company is licensed or qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Company or, after the Closing, the Buyer, or (y) prevent the consummation of the Transactions Acquisition or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL such Stockholder do not, and the performance of this Agreement by HL such Stockholder shall not: , (i) conflict with or violate HL’s Charter Documentsassuming satisfaction of the requirements set forth in Section 3.02(b) below, (ii) conflict with or violate any Law applicable Legal Requirements, to such Stockholder or the Shares held by such Stockholder or (iiiii) result in any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Shares pursuant to, any HL Contractsnote, exceptbond, with respect to clauses (ii) and (iii)mortgage, for any such conflictsindenture, violationscontract, breachesagreement, defaultslease, impairmentslicense, alterations permit, franchise, trust or other occurrences that instrument or obligation, except as would notnot adversely affect or materially delay the ability of such Stockholder to carry out its obligations under, individually and in to consummate the aggregatetransactions contemplated by, have a Material Adverse Effect on HLthis Agreement. (b) The execution and delivery of this Agreement by HL such Stockholder do not, and the performance of their respective obligations hereunder will this Agreement by such Stockholder shall not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and state securities takeover laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and or (ii) where the failure for those required to obtain such consentsbe made with self-regulatory organizations and Governmental Authorities regulating brokers, approvalsdealers, authorizations or permitsinvestment advisors, or to make such filings or notificationsinvestment companies, would notbanks, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basistrust companies and insurance companies.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Company do not, and the performance of this Agreement and the transactions contemplated hereby by HL shall the Company will not: , (i) conflict with or violate HL’s Charter Documentsthe Company Organizational Documents or the Articles of Incorporation, By-Laws or other organizational documents, as the case may be, of any Company Subsidiary, (ii) conflict with or violate any Laws or Orders applicable Legal Requirementsto the Company or any Company Subsidiary or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result except in the creation case of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (iii) and (iiiii), above, for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, not have a Company Material Adverse Effect on HLEffect. (b) The execution and delivery of this Agreement by HL the Company do not, and the performance of their respective obligations hereunder this Agreement and the consummation of the transactions contemplated hereby by the Company will not, require any consent, approval, authorization or permit ofConsent from, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the BHCA, applicable state securities lawsbanking laws and regulations, the filing and recordation of appropriate merger or other documents as required by the IBCL and WBCL, and the rules and regulations thereunder, and appropriate documents prior notification filings with the relevant authorities Department of other jurisdictions in which HL is qualified to do business, Justice under the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, Consents or to make such filings or notifications, notifications would not, individually not prevent or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the delay consummation of the Transactions Merger, or otherwise would not prevent or delay consummation of the Merger, or otherwise prevent HL the Company from performing its material obligations under this Agreement on Agreement, and would not have, or be reasonably expected to have, a timely basisCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL GSME and GSME Sub do not, and the performance of this Agreement by HL them shall not,: (i) conflict with or violate HLGSME’s or GSME Sub’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLGSME’s or GSME Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) GSME or GSME Sub pursuant to, any HL GSME Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, have a Material Adverse Effect on HLGSME or GSME Sub. (b) The execution and delivery of this Agreement by HL GSME and GSME Sub do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL GSME is qualified to do business, business and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLGSME or GSME Sub, or (y) prevent the consummation of the Transactions transactions contemplated by this Agreement or otherwise prevent HL the Parties from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.5(a) of the ZC Disclosure Schedule, the execution and delivery of this Agreement by HL do ZC does not, and the performance of this Agreement by HL shall ZC will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-Laws of ZC, (ii) conflict with or violate any Laws applicable Legal Requirementsto ZC or by which its properties are bound or affected, or (iii) result in any material breach of or constitute a material default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s ZC's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) ZC pursuant to, any HL Contractsnote, exceptbond, with respect to clauses (ii) and (iii)mortgage, for any such conflictsindenture, violationscontract, breachesagreement, defaultslease, impairmentslicense, alterations permit, franchise or other occurrences that would not, individually and in the aggregate, have instrument or obligation to which ZC is a Material Adverse Effect on HLparty or by which ZC or any of its properties are bound or affected. (b) The execution and delivery of this Agreement by HL do ZC does not, and the performance of their respective obligations hereunder this Agreement by ZC will not, require any consent, approval, authorization or permit on the part of ZC of, or filing with or notification on the part of ZC to, any Governmental Entityfederal foreign, state or provincial governmental or regulatory authority except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessBlue Sky Laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would notnot prevent or delay consummation of the transactions contemplated by this Agreement, individually or in the aggregateotherwise prevent ZC from performing its obligations under this Agreement, reasonably be expected to (x) and would not have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL DMA do not, and the performance of this Agreement by HL shall DMA will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-laws of DMA, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirements, to DMA or by which DMA or any of its properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties property or assets of HL (other than Permitted Liens) DMA pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses (ii) and (iii)which DMA is a party or by which it or any of its properties is bound or affected, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have not cause or create a Material Adverse Effect on HLmaterial risk of non-performance or delayed performance by DMA of its obligations under this Agreement. (b) The execution and delivery of this Agreement by HL DMA do not, and the performance of their respective obligations hereunder this Agreement by DMA will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, Act and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in delay the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation performance by DMA of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 6.4(a) of the Disclosure Schedule, the execution and delivery by Seller of this Agreement by HL do does not, and the performance by Seller any of this Agreement by HL shall and the consummation of the Transactions contemplated hereby will not: , (i) conflict with or violate HL’s Charter Documentsthe articles of incorporation or by-laws or in each case as amended or restated, of the Company, (ii) conflict with or violate any Laws applicable Legal Requirements, to the Company or by or to which any of their respective properties or assets is bound or subject or (iii) result in any material breach of of, or constitute a material default (or an event that with notice or lapse of time or both would become constitute a material default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any material rights of termination, amendment, acceleration acceleration, purchase, sale or cancellation of, or require payment under, or result in the creation of a material Lien on any of the assets or properties or assets of HL (other than Permitted Liens) pursuant to, the Company under any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLmaterial contract. (b) The execution and delivery by Seller of this Agreement by HL do and each of the Ancillary Agreements to which it is a party does not, and the performance consummation of their respective obligations hereunder the Transactions contemplated hereby and thereby will not, require the Company to obtain any consent, approval, authorization or permit of, or to make any filing with or notification toto (“Consent”) , any Governmental Entity, or any third party, except for (i) for applicable requirements, if any, of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation applicable requirements of the Transactions OCIPR; (iii) as may be necessary as a result of any fact or otherwise prevent HL circumstance relating solely to Purchaser (including, without limitation, its sources of financing); (iv) Consent required from performing its material obligations third parties under this Agreement on contracts to which the Company is a timely basisparty; and (v) the Consents listed in Section 6.4(b) of the Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do VMdirect does not, and the performance of this Agreement by HL VMdirect shall not: , (i) conflict with or violate HL’s VMdirect's Charter Documents, (ii) to its knowledge, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s VMdirect's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) VMdirect pursuant to, any HL ContractsMaterial Contracts (as defined below), except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLVMdirect. (b) The execution and delivery of this Agreement by HL do VMdirect does not, and the performance of their respective VMdirect's obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL VMdirect is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLVMdirect or, after the Closing, Qorus, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement (and the other agreements and instruments contemplated hereby) by HL do not, HumaScan and the performance thereto of its obligations under this Agreement by HL shall not: (and the other agreements contemplated hereby) will not (i) conflict with or violate HL’s Charter Documentsits Certificate of Incorporation or By-laws, (ii) conflict with or violate any law, statute, ordinance, rule, regulation, order, judgment or decree applicable Legal Requirementsto HumaScan or by which its properties or assets is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) HumaScan pursuant to, any HL Contractsnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which HumaScan is a party or by which HumaScan or any of its properties or assets is bound or subject, except, with respect to in the case of clauses (ii) and (iii), above, for any such conflicts, violations, breaches, defaults, impairments, defaults or other alterations or other occurrences that would not, individually and in the aggregate, not reasonably be expected to have a HumaScan Material Adverse Effect on HLEffect. (b) The execution and delivery of this Agreement by HL do not, (and the performance of their respective obligations hereunder will other agreements and instruments contemplated hereby) by HumaScan does not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental entity, except (i) for compliance with the applicable requirements, if any, of the Securities Exchange Act, the Exchange Securities Act, state securities laws or state takeover laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, not reasonably be expected to (x) have a HumaScan Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of this Agreement by HL Buyer shall not: (i) conflict with or violate HLBuyer’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLBuyer’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL ContractsBuyer, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLBuyer. (b) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Buyer is qualified to do business, (ii) for the filing of any notifications required under the HSR Act and the expiration of the required waiting period thereunder, (iii) the qualification of Buyer as a foreign corporation in those jurisdictions in which the business of the Company makes such qualification necessary, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLBuyer, or (y) prevent the consummation of the Transactions Acquisition or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent do not, and the performance of this Agreement by HL Parent shall not: (i) conflict with or violate HL’s Parent's Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Parent Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL Parent do not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Buyer do not, and the performance of this Agreement by HL the Buyer shall not: (i) conflict with or violate HLthe Buyer’s Charter Documentscertificate or incorporation or bylaws, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Buyer’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) the Buyer pursuant to, any HL Buyer Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLthe Buyer. (b) The execution and delivery of this Agreement by HL the Buyer do not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL the Buyer is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Buyer, or (y) prevent the consummation of the Transactions transaction contemplated hereby or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do not, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby will not: (i) , conflict with or violate HL’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirementswith, or (iii) result in any breach of violation of, or constitute a default under (with or an event that with without notice or lapse of time or both would become a default) undertime, or materially impair HL’s rights or alter the rights or obligations of any third party underboth), or give rise to others any rights a right of termination, amendmentcancellation or acceleration of any obligation or loss of a benefit under (i) any provision of the Articles of Incorporation or Bylaws of it, acceleration or cancellation ofas amended, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii)any material mortgage, for any such conflictsindenture, violationslease, breaches, defaults, impairments, alterations contract or other occurrences that would notagreement or instrument, individually and permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or its properties or assets, the violation of which (in the aggregate, case of clause (ii) only) in the aggregate does not have a Material Adverse Effect on HLEffect. (b) The No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to it in connection with the execution and delivery of this Agreement by HL do not, and it or the performance consummation by it of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitythe transactions contemplated hereby, except for (i) for any filings as may be required under applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where if required, the failure filing by Parent with the Nasdaq National Market of a Notification Form for Listing of Additional Interests with respect to obtain such the shares of Parent Stock issuable pursuant to this Agreement and (iii) consents, approvalsauthorizations, authorizations filings, approvals and registrations which, if not obtained or permits, or to make such filings or notificationsmade, would not, individually or in the aggregate, reasonably be expected to (x) not have a Material Adverse Effect on HLit and would not prevent, materially alter or (y) prevent delay any the consummation of the Transactions or otherwise prevent HL from performing its material obligations under transactions contemplated by this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. Except as set forth in Schedule 2.5 hereto: (a) The execution and delivery of this Agreement by HL each of the Company and the Stockholder do not, and the performance of this Agreement by HL each of the Company and the Stockholder shall not: , (i) conflict with or violate HLthe Company’s or the Stockholder’s Charter Documents, (ii) conflict with or violate any applicable Legal RequirementsRequirements (as defined in Section 10.2(b)), or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL the Company pursuant to any Company Contracts or (other than Permitted Liensiv) except as contemplated by the Farm Purchase Agreement (as defined hereinafter), the IP Transfer Agreement (as defined hereinafter) and the transactions contemplated thereunder, result in the triggering, acceleration or increase of any payment to any Person pursuant toto any Company Contract, including any HL Contracts“change in control” or similar provision of any Company Contract, except, with respect to clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults, impairmentstriggerings, alterations accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLthe Company. (b) The execution and delivery of this Agreement by HL do each of the Company and the Stockholder does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityEntity or other third party (including, without limitation, lenders and lessors), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsAct or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which HL the Company is licensed or qualified to do business, (ii) for the filing of any notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration of the required waiting period thereunder,(iii) the consents, approvals, authorizations and permits described in Schedule 2.5(b) (“Governmental and Third Party Consents”) and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Company or the Stockholder or, after the Closing, the Surviving Pubco or Surviving Subsidiary, or (y) prevent the consummation of the Transactions Company Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Merger Company do not, and the performance of this Agreement by HL Merger Company shall not: , (i) conflict with or violate HL’s the Merger Company Charter Documents, Bylaws or equivalent organizational documents, (ii) subject to compliance with the requirements set forth in Section 3.5(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirements, to Merger Company or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the its subsidiaries or by which it or their respective properties are bound or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLaffected. (b) The execution and delivery of this Agreement by HL Merger Company do not, and the performance of their respective obligations hereunder will this Agreement by Merger Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, Entity except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and , the rules and regulations thereunderof FINRA, and appropriate documents with the relevant authorities filing and recordation of other jurisdictions in which HL is qualified to do business, the Certificate of Merger as required by Nevada Law and the Delaware Certificate of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (x) would not prevent consummation of the Merger or otherwise prevent Merger Company from performing its obligations under this Agreement or (y) could not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisParent.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do each of the EGS Entities does not, and the performance of this Agreement by HL shall each of the EGS Entities and the consummation of the Merger and the other transactions contemplated hereby will not: (i) , conflict with or violate HL’s Charter Documents, (ii) conflict with the certificate of incorporation or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default bylaws (or an event that with notice or lapse of time or both would become a defaultequivalent organizational documents) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLEGS Entities. (b) The execution and delivery of this Agreement by HL do each of the EGS Entities does not, and the performance consummation by the EGS Entities of their respective obligations hereunder the transactions contemplated by this Agreement will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, the filing of the Securities Act, Certificate of Merger with the Exchange Act, state securities lawsSecretary of State of the State of Delaware as provided under the DGCL, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) except where the failure to obtain such consents, approvals, authorizations authorizations, waivers or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect material adverse effect on HL, or (y) prevent the consummation ability of the Transactions or otherwise prevent HL from performing its material EGS Entities to timely perform their respective obligations under and consummate the Merger and the other transactions contemplated by this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do notand each of the Ancillary Agreements to which the Buyer will be a party, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby and thereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, or to the Buyer; or (iii) result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, under or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to clauses (ii) and (iii), which the Buyer is a party; except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, materially impair the ability of the Buyer to consummate, or prevent or materially delay, any of the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (xb) have a Material Adverse Effect on HLThe Buyer is not required to file, seek or (y) prevent obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing its material obligations thereby, except for (i) any filings required to be made under this Agreement on a timely basisthe HSR Act and (ii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do notand each of the Ancillary Agreements to which the Buyer will be a party, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby and thereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, or to the Buyer; or (iii) result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, under or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to clauses (ii) and (iii), which the Buyer is a party; except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Buyer Material Adverse Effect or would reasonably be expected to do so. (xb) have a Material Adverse Effect on HLThe Buyer is not required to file, seek or (y) prevent obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing its material obligations thereby, except for (i) any filings required to be made under this Agreement on the HSR Act, (ii) any filings under the U.S. federal securities laws required by the Registration Rights Agreement, (iii) any filings or listing applications with a timely basisnational securities exchange with respect to the issuance of the Buyer Common Shares hereunder, and (iv) such other notices, authorizations, approvals, orders, permits or consents the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Buyer Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of this Agreement by HL Parent and Merger Sub shall not: (i) conflict with or violate HLParent’s or Merger Sub’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLParent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Parent Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, the filing of any notifications required under the HSR Act and the expiration of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations required waiting period thereunder, and appropriate documents with (ii) the relevant authorities qualification of other Parent as a foreign corporation in those jurisdictions in which HL is qualified to do businessthe business of the Company makes such qualification necessary, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Noble do not, and the performance of this Agreement by HL Noble shall not: (i) conflict with or violate HLNoble’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HLNoble’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Noble pursuant to, any HL ContractsNoble Contract (as defined herein), except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect material adverse effect on HLNoble. (b) The execution and delivery of this Agreement by HL Noble do not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, FINRA, the Over-the-Counter Bulletin Board and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Noble is qualified to do business, (ii) the qualification of Noble as a foreign corporation in those jurisdictions in which the business of Noble makes such qualification necessary, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect material adverse effect on HLNoble, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL the Company shall not: , (i) conflict with or violate HL’s the Company's Charter Documents, (ii) to its knowledge, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) the Company pursuant to, any HL ContractsMaterial Contracts (as defined below), except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLthe Company. (b) The execution and delivery of this Agreement by HL do Company does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLCompany or, after the Closing, Marine, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The Except as listed on Schedule 3.5 hereto or as described in subsection (b) below, the execution and delivery of this Agreement by HL do ICS and TBS does not, and the performance of this Agreement by HL shall ICS and TBS will not: , (i) violate or conflict with the Certificate of Incorporation or violate HL’s Charter DocumentsBylaws of ICS or TBS, (ii) conflict with or violate any law, regulation, court order, judgment or decree applicable Legal Requirementsto ICS or TBS or by which any of their respective property is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration termination or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) TBS pursuant to, result in the loss of any HL Contractsmaterial benefit under, or require the consent of any other party to, any contract, instrument, permit, license or franchise to which TBS is a party or by which TBS, or any of its property is bound or affected, except, with respect to clauses in the case of clause (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults, impairments, alterations results or other occurrences that would notconsents which, individually and or in the aggregate, would not have a Material Adverse Effect on HLTBS. (b) The execution Except as listed on Schedule 3.5 and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Actstate or federal regulatory laws and commissions, the Exchange Act, the notification requirements of the HSR Act, filing and recordation of appropriate merger or other documents as required by Delaware, New York and Pennsylvania law and any filings required pursuant to any state securities laws, and or "blue sky" laws or the rules and regulations thereunderof any applicable stock exchanges, and appropriate documents neither ICS nor TBS are required to submit any notice, report or other filing with any governmental authority, domestic or foreign, in connection with the relevant authorities execution, delivery or performance of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or this Agreement. Except as set forth in the aggregateimmediately preceding sentence, reasonably no waiver, consent, approval or authorization of any governmental or regulatory authority, domestic or foreign, is required to be expected to (x) have a Material Adverse Effect on HLobtained by TBS or ICS in connection with its execution, delivery or (y) prevent the consummation performance of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. Except as set forth in Schedule 3.5 hereto: (a) The execution and delivery by Naked of this Agreement by HL do and the other Transaction Documents to which it is or is required to be a party or otherwise bound does not, and the performance of this Agreement and such other Transaction Documents by HL Naked shall not: (i) conflict with or violate HLNaked’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLNaked’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Naked pursuant to, any HL ContractsNaked Contracts or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Naked Contract, including any “change in control” or similar provision of any Naked Contract, except, with respect to clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults, impairmentstriggerings, alterations accelerations, increases or other occurrences that would not, individually and or in the aggregate, have a Material Adverse Effect on HLNaked and its Subsidiaries taken as a whole. (b) The execution and delivery by Naked of this Agreement by HL do and the other Transaction Documents to which it is or is required to be a party or otherwise bound does not, and the performance of their respective obligations hereunder under this Agreement and such other Transaction Documents will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityEntity or other third party (including, without limitation, lenders and lessors), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsAct or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which HL Naked is licensed or qualified to do business, (ii) for the filing of any notifications required under the HSR Act or Commerce Act, if required upon advice of counsel, and the expiration or early termination of the required waiting period thereunder, (iii) consents, approvals, authorizations and permits described in Schedule 3.5 hereto, and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLNaked and its Subsidiaries taken as a whole, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisor such other Transaction Documents in any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Shareholder does not, and the performance of this Agreement by HL shall Shareholder will not: , (i) conflict with or violate HL’s Charter Documentsany agreement to which Shareholder is a party, any trust agreement or any equivalent organizational documents, as the case may be, of Shareholder, (ii) conflict with or violate any Law applicable Legal Requirements, to Shareholder or by which any property or asset of Shareholder is bound or affected or (iii) result in any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any of the properties or assets of HL Shares (other than Permitted Lienspursuant to this Agreement) pursuant to, any HL Contractsnote, bond, mortgage, indenture, pledge, contract, agreement, lease, license, permit, franchise or other instrument or obligation of Shareholder, except, with respect to clauses (i), (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in not prevent or materially delay the aggregate, have a Material Adverse Effect on HLability of Shareholder to carry out Shareholder’s obligations under this Agreement. (b) The execution and delivery of this Agreement by HL do Shareholder does not, and the performance of their respective obligations hereunder this Agreement by Shareholder will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental EntityBody, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Act and state securities or “blue sky” laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in materially delay the aggregate, reasonably be expected ability of Shareholder to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material carry out Shareholder’s obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do DPEC does not, and the performance of this Agreement by HL DPEC shall not: (i) conflict with or violate HLDPEC’s Charter Documents, Certificate of Incorporation or Bylaws; (ii) conflict with or violate any applicable Legal Requirements, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLDPEC’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) DPEC pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLmaterial contract of DPEC. (b) The execution and delivery of this Agreement by HL do DPEC does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities lawslaws (“Blue Sky Laws”), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL DPEC is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations authorizations, or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLDPEC or, after the Closing, Mercari, or (y) prevent the consummation of the Transactions or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Shareholders does not, and the performance of this Agreement by HL the Shareholders shall not: , (i) conflict with or violate HL’s Sunshine's Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Transaction by the Shareholders, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Sunshine's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Sunshine pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLSunshine. (b) The execution and delivery of this Agreement by HL do the Shareholders does not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Sunshine is qualified to do business, (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLSunshine or, after the Closing, MWBS, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL shall the Company will not: , (i) conflict with or violate HL’s Charter Documentsany provision of the Governing Documents of the Company or its subsidiaries, (ii) assuming that all consents, approvals, authorizations and permits described in the Collaboration Agreements have been obtained, conflict with or violate any law applicable Legal Requirements, to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected or (iii) result in any breach of conflict with, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL Material Contract (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iiias defined below), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require Company is not required to obtain any consent, approvalwaiver, authorization or permit order of, or filing with or notification give any notice to, or make any filing or registration with, any federal, national, supranational, state, provincial, municipal, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction (“Governmental EntityAuthority”) or other Person in connection with the execution, except delivery and performance by the Company of the issuance of the Shares, other than (i) for (A) the filing of a registration statement with the SEC in accordance with the requirements of Section 6.1 below, (B) filings required by applicable requirementsBlue Sky Laws, if any, (C) the filing of a Notice of Sale of Securities on Form D with the SEC under Regulation D of the Securities Act, (D) the Exchange Actfiling of any requisite notices and/or application(s) to the NASDAQ Global Select Market for the issuance and sale of the Shares and the listing of the Shares thereon in the time and manner required thereby, state securities laws(E) any filing required by the Collaboration Agreements, and (F) those that have been made or obtained prior to the rules and regulations thereunderdate of this Agreement, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and or (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 3.3(a) of the Disclosure Schedules, the execution, delivery and delivery performance by the Seller of this Agreement by HL do notand Transaction Documents, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby and thereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Seller; (ii) conflict with or violate any Law applicable Legal Requirements, to the Seller or by which any property or asset of the Seller is bound or affected; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL ContractsMaterial Contract to which the Seller is a party, except, with respect to clauses in the case of clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLEffect. (b) The execution Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Seller of this Agreement by HL do not, and the performance Transaction Documents or the consummation of their respective obligations hereunder will notthe transactions contemplated hereby or thereby, require except (i) for any filings required to be made under any applicable Antitrust Laws, (ii) for such filings as may be required by any applicable federal or state securities or “blue sky” Laws, (iii) where failure to obtain such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permitsaction, or to make such filings filing or notificationsnotification, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (yiv) prevent as may be necessary solely as a result of any facts or circumstances relating to the consummation identity of the Transactions Buyer or otherwise prevent HL from performing any of its material obligations under this Agreement on a timely basisAffiliates.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of this Agreement by HL Parent and Merger Sub shall not: (i) conflict with or violate HLParent’s or Merger Sub’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLParent’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL ContractsParent, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL Parent and Merger Sub do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do notand each of the Ancillary Agreements to which the Buyer is a party, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby and thereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, or to the Buyer; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, under or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL ContractsContract to which the Buyer is a party, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, materially impair the ability of the Buyer to consummate, or prevent or materially delay, any of the transactions contemplated by this Agreement or the Ancillary Agreements to which the Buyer is a party or could reasonably be expected to do so. (xb) have The Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority or other third party in connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which the Buyer is a Material Adverse Effect on HL, party or (y) prevent the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing its material obligations thereby, except for (i) such filings as may be required by any applicable federal or state securities or “blue sky” laws, (ii) as may be necessary as a result of any facts or circumstances relating to the Buyer, and (iii) any notifications required under this Agreement on a timely basisany Antitrust Laws.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent do not, and the performance of this Agreement by HL Parent shall not: , (i) conflict with or violate HL’s Charter Documentsthe Parent organizational documents, (ii) subject to compliance with the requirements set forth in Section 3.3(b) below, to the knowledge of Parent, conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirementsto Parent or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Contractsmaterial note, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses (ii) and (iii)which Parent is a party or by which Parent or its properties are bound or affected, except in any case for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect on HLthe Company. (b) The execution and delivery of this Agreement by HL Parent do not, and the performance of their respective obligations hereunder will this Agreement by Parent shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsthe Blue Sky Laws, the XXX Xxxxxxxx xx xxx XXX Xxx and of foreign Governmental Entities and the rules and regulations thereunder, the rules and appropriate documents with the relevant authorities regulations of other jurisdictions in which HL is qualified to do businessNasdaq, and (ii) the filing and recordation of the Merger Documents as required by California Law and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, notifications would not, individually or in the aggregate, reasonably be expected to (x) not otherwise have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisCompany.

No Conflict; Required Filings and Consents. (a) The To the knowledge of Mercari, the execution and delivery of this Agreement by HL do Mercari does not, and the performance of this Agreement by HL Mercari shall not: (i) conflict with or violate HL’s Mercari Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLMercari’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Mercari pursuant to, any HL Mercari Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do Mercari does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any Governmental Entity, except except: (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and the filing of appropriate documents with the relevant authorities of other jurisdictions in which HL Mercari is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations authorizations, or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLMercari, or (y) prevent the consummation of the Transactions or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Purchaser do not, and the performance by Purchaser of its obligations under this Agreement by HL shall will not: , (i) conflict with or violate HLany provision of the Purchaser’s Charter Documentsarticles of incorporation or bylaws, (ii) conflict with or violate any Law applicable Legal Requirements, to Purchaser or by which any property or asset of Purchaser is bound or (iii) require any consent or approval under, result in any breach of, any loss of any benefit under or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentmodification, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any contract to which Purchaser is a party or any property or asset of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL ContractsPurchaser, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, breaches, losses, defaults, impairmentsrights, alterations Liens or other occurrences that which would not, individually and or in the aggregate, have a Material Adverse Effect on HLreasonably be expected to prevent or materially delay the performance of this Agreement by Purchaser. (b) The execution and delivery of this Agreement by HL do does not, and the performance of their respective obligations hereunder this Agreement by Purchaser and the consummation of the transactions contemplated hereby will not, require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permitsPermits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, prevent or (y) prevent materially delay the performance or consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisby Purchaser.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Parent does not, and the performance of this Agreement by HL Parent shall not: (i) conflict with or violate HLParent’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLParent’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Parent Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLParent. (b) The execution and delivery of this Agreement by HL do Parent does not, and the performance of their respective each of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities blue sky laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Parent is qualified to do business, (ii) for the qualification of Parent as a foreign corporation in those jurisdictions in which the business of the Company makes such qualification necessary, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions or otherwise prevent HL parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of this Agreement by HL Buyer shall not: (i) conflict with or violate HLBuyer’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLBuyer’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Buyer pursuant to, any HL Buyer Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLBuyer. (b) The execution and delivery of this Agreement by HL do Buyer does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Buyer is qualified to do business, (ii) the qualification of Buyer as a foreign corporation in those jurisdictions in which the business of the Company makes such qualification necessary, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLBuyer, or (y) prevent the consummation of the Transactions Stock Purchase or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 5.03(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by HL do Holdings does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DCGL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 5.03(b), the performance of this Agreement by HL shall not: Holdings will not (i) conflict with or violate HL’s Charter Documentsthe certificate of formation or limited liability company agreement of Holdings, as amended through the date hereof, (ii) conflict with or violate any Law, rule, regulation, order, judgment or decree applicable Legal Requirementsto Holdings or by which any of its property or assets is bound or affected, or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of HL (other than Permitted Liens) Holdings pursuant to, any HL Contractsnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Holdings is a party or by which Holdings or any of its property or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that which would not, individually and in the aggregate, not have or reasonably be expected to have a Material Adverse Effect material and adverse effect on HLHoldings. (b) The execution and delivery of this Agreement by HL do Holdings does not, and the performance of their respective obligations hereunder this Agreement Holdings will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws and state securities takeover laws, and filing and recordation of appropriate merger documents as required by the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, prevent or (y) prevent the materially delay consummation of any of the Transactions or otherwise prevent HL Holdings from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL TAGZ do not, and the performance of this Agreement by HL shall TAGZ will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-Laws of TAGZ or with any law, (ii) conflict with rule, regulation, order, judgment or violate any decree applicable Legal Requirementsto TAGZ, or (iiiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s TAGZ's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) TAGZ pursuant to, any HL Contractscontract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations agreement or other occurrences that would not, individually and in the aggregate, have instrument or obligation to which TAGZ is a Material Adverse Effect on HLparty. (b) The execution and delivery of this Agreement by HL do TAGZ does not, and the performance of their respective obligations hereunder this Agreement by TAGZ will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, 1933 Act and any applicable state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations authorization or permits, or to make such filings or notifications, would not, individually not prevent or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the delay consummation of the Transactions transactions contemplated hereby, or otherwise prevent HL TAGZ from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by HL do not, and the or performance of this Agreement by HL shall not: SymmetriCom, the consummation by SymmetriCom of the transactions contemplated hereby or the compliance by SymmetriCom with any of the provisions hereof will (i) conflict with or violate HL’s Charter Documentsthe Articles of Incorporation or By-Laws of SymmetriCom, (ii) conflict with or violate any statute, ordinance, rule, regulation, order, judgment or decree applicable Legal Requirementsto SymmetriCom, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the by which its properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations may be bound or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLaffected. (b) The execution and None of the execution, delivery or performance of this Agreement by HL do notSymmetriCom, and the performance consummation by SymmetriCom of their respective obligations hereunder the transactions contemplated hereby or the compliance by SymmetriCom with any of the provisions hereof will not, require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to by SymmetriCom (any of the foregoing being a "Consent"), any government or subdivision thereof, domestic, foreign or supranational or any administrative, governmental or regulatory authority, agency, commission, tribunal or body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) the filing of a certificate of merger pursuant to the GCL, (ii) notifications required by certain environmental statutes, and (iii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). (c) SymmetriCom is not subject to, or a party to, any Governmental Entitycharter, except (i) for applicable requirementsbylaw, if anymortgage, of the Securities Actlien, the Exchange Actlease, state securities lawslicense, and the rules and regulations thereunderpermit, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessinstrument, and (ii) where the failure to obtain such consentsorder, approvals, authorizations judgment or permitsdecree, or to make such filings any other agreement, contract or notifications, restriction of any kind or character which would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under transactions contemplated by this Agreement on a timely basisor compliance by SymmetriCom with the terms, conditions and provisions hereof.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Quartet, Holdco and Merger Sub does not, and the performance of this Agreement by HL Quartet, Holdco and Merger Sub shall not: (i) conflict with or violate HLQuartet’s, Holdco’s or Merger Sub’s Charter Documents, or (ii) assuming the accuracy of the representations and warranties of the Company set forth in Section 2.5, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLQuartet’s, Holdco’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Quartet pursuant to, any HL Quartet Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLQuartet. (b) The execution and delivery of this Agreement by HL do Quartet, Holdco and Merger Sub does not, and the performance of their respective obligations it hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Quartet, Holdco or Merger Sub is qualified to do business, business and (ii) where for the failure to obtain such consentsfiling of any notifications required under the HSR Act, approvalsif required upon advice of counsel, authorizations or permits, or to make such filings or notifications, would not, individually or in and the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation expiration of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisrequired waiting period thereunder.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by HL Investor do not, and the performance consummation by Investor of this Agreement by HL shall the transactions contemplated hereby will not: , (i) conflict with or violate HL’s Charter Documentsthe certificates of incorporation, bylaws or equivalent organizational documents of Investor or any of its Subsidiaries, (ii) subject to entry of the Approval Order and approval by the FCC, conflict with or violate any Law or Order applicable to Investor or any of its Subsidiaries, or by which any property or asset of Investor or any of its Subsidiaries is bound or affected, or (iii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on breach or default under any contract, agreement or instrument binding upon Investor or any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contractsits Subsidiaries, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations breaches or other occurrences that would notdefaults that, individually and or in the aggregate, would not have a an Investor Material Adverse Effect on HLEffect. (b) The execution and delivery of this Agreement by HL Investor do not, and the performance of their respective obligations hereunder this Agreement and the consummation of the transactions contemplated hereby by Investor will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws(B) the applicable notification requirements, if any, of the HSR Act, and (C) the rules applicable notification or approval requirements, if any, of the FCC, the DoD, the FBI, the DoJ and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, Applicable Foreign Authorities and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a an Investor Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do such Blocker does not, and the performance of this Agreement by HL shall such Blocker will not: (i) conflict with or violate HL’s Charter Documents, the Organizational Documents of such Blocker; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.04(b) have been obtained and all filings and obligations described in Section 4.04(b) have been made, conflict with or violate any Law applicable Legal Requirements, to such Blocker or by which any of its property or assets is bound or affected; or (iii) result in any breach of of, or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights 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 the properties or assets of HL (other than Permitted Liens) such Blocker pursuant to, any HL Contractsnote, exceptbond, with respect to clauses (ii) and (iii)mortgage, for any such conflictsindenture, violationscontract, breachesagreement, defaultslease, impairmentslicense, alterations permit, franchise or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect instrument or obligation binding on HLsuch Blocker. (b) The execution and delivery of this Agreement by HL do such Blocker does not, and the performance of their respective obligations hereunder this Agreement by such Blocker will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, the HSR Act, and filing and recordation of appropriate merger documents as required by the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessDelaware Acts, and (ii) where the failure to obtain such consents, approvals, authorizations or permitsauthorizations, or to make such permissions, filings or notifications, which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected materially impair or delay such Blocker’s ability to (x) have a Material Adverse Effect on HL, or (y) prevent consummate the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basistransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do each of Parent and Merger Sub does not, and the performance of this Agreement by HL shall each of Parent and Merger Sub will not: , (i) conflict with or violate HL’s Charter Documentstheir respective organizational documents, or (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made or complied with, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach material respect any Law applicable to Parent or Merger Sub or by which any material property or material asset of Parent or constitute a default (Merger Sub is bound or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contractsaffected, except, with respect to clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would notcould not reasonably be expected to, individually and or in the aggregate, have a Material Adverse Effect on HLprevent or materially delay the consummation of the transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by HL each of Parent and Merger Sub do not, and the performance of their respective obligations hereunder this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization order, authorization, registration or permit of, or filing with or notification to, any Governmental Entity, except (i) for the filing and recordation of appropriate merger documents as required by the DGCL, (ii) for applicable requirements, if any, of the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), Federal and state securities lawslaws (including, without limitation, Section 25121 of the California General Corporation Law) and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessThe NASDAQ Global Market, and (iiiii) where the failure to obtain for such other consents, approvals, authorizations orders authorizations, registrations or permits, or to make such filings or notifications, would notnotifications that if not obtained or made could not reasonably be expected, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, prevent or (y) prevent materially delay the consummation of the Transactions or otherwise prevent HL from performing its material obligations under transactions contemplated by this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. The execution, delivery and performance by the Acquiror and Acquiror Sub of this Agreement and the Acquiror Documents, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by the Acquiror and Acquiror Sub of the transactions contemplated hereby and thereby, do not and will not: (a) The execution and delivery of this Agreement by HL do notconflict with, and the performance of this Agreement by HL shall not: (i) conflict with or violate HL’s Charter Documentsany provision of, the certificate or articles of incorporation or the bylaws of the Acquiror or of Acquiror Sub; (iib) conflict with or violate any Law applicable Legal Requirementsto the Acquiror or Acquiror Sub, except for such conflicts or violations that, either individually or in the aggregate, would not have an Acquiror Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement; (iiic) conflict with, result in any breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, under any material Contract to which the Acquiror or materially impair HL’s rights Acquiror Sub is a party or alter by which the rights Acquiror or obligations of any third party under, Acquiror Sub or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or their respective assets of HL (other than Permitted Liens) pursuant tomay be bound, any HL Contracts, except, with respect to clauses (ii) and (iii), except for any such conflicts, violationsbreaches or defaults that, breaches, defaults, impairments, alterations either individually or other occurrences that would not, individually and in the aggregate, would not have a an Acquiror Material Adverse Effect on HL.or prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (bd) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityPerson not party to this Agreement, except (i) for applicable requirements, if any, the filing and recordation of the Securities Act, the Exchange Act, state securities laws, Articles of Merger as required by Oregon Law and the rules and regulations thereunder, and appropriate documents with pre-merger notification requirements under the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisHSR Act.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do notAgreement, and the performance consummation by the Buyer of this Agreement by HL shall the transactions contemplated hereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, to the Buyer or by which any property or asset of the Buyer is bound or affected; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations of grant to any third party under, or give to others Person any rights right of termination, modification, amendment, acceleration or cancellation ofunder, or result in the creation require any consent of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contracts, material contract or agreement to which the Buyer is a party; except, with respect to clauses (ii) and in the case of clause (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLwith respect to the Buyer. (b) The execution Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Buyer of this Agreement or the consummation by HL do not, and the performance Buyer of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitythe transactions contemplated hereby, except (i) for such filings as may be required by any applicable requirementsfederal or state licensing, if any, of the Securities Act, the Exchange Act, state securities or “blue sky” laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and or (ii) where the failure to obtain such consentsconsent, approvalsapproval, authorizations order, permit, authorization or permitsaction, or to make such filings filing or notificationsnotification, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent with respect to the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisBuyer.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery, and delivery performance by the Buyer of this Agreement by HL do notAgreement, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law or Order applicable Legal Requirements, to the Buyer or by which any property or asset of the Buyer is bound or affected; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contracts, material contract or agreement to which the Buyer is a party; except, with respect to clauses in the case of clause (ii) and or (iii), as set forth in Schedule 5.3(a) and for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and or in the aggregate, have a Material Adverse Effect on HLwith respect to the Buyer or that arise as a result of any facts or circumstances relating to the Seller or any of its Affiliates. (b) The execution Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit, or consent of or with any Person pursuant to a material Contract of the Buyer or any Governmental Authority in connection with the execution, delivery, and delivery performance by the Buyer of this Agreement or the consummation of the transactions contemplated hereby, except for (i) any filings, authorizations, permits or consents of or any Governmental Authority required under the HSR Act, (ii) such filings as may be required by HL do notany applicable federal or state securities or “blue sky” laws, and the performance of their respective obligations hereunder will not, require any consentor (iii) where failure to seek or obtain such authorization, approval, authorization order, permit or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permitsconsent, or to make such filings filing or notificationsnotification, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent with respect to the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisBuyer.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by HL and each of the other Related Agreements to which it is a party do not, and the performance of this Agreement by HL shall and each of the other Related Agreements to which it is a party will not: , (i) conflict with or violate HL’s Charter Documentsthe certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Sub, or (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach material respect any Law or Order applicable to Parent or Merger Sub or by which its or any of or constitute a default (or an event that with notice or lapse of time or both would become a default) undertheir respective properties, or materially impair HL’s rights or alter the rights assets is bound or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLaffected. (b) The execution and delivery by Parent and Merger Sub of this Agreement by HL do not, and the performance by Parent and Merger Sub of their respective obligations hereunder will this Agreement shall not, require any consent, approval, authorization Parent or permit Merger Sub to obtain the Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Person or Governmental Entity, except for (i) for the filing of the Certificate of Merger in accordance with Delaware Law; (ii) if necessary or required, antitrust filings under the HSR Act or any applicable requirements, if any, foreign jurisdictions; (iii) compliance with applicable requirements of the Securities ActAct of 1933, the Exchange Actas amended, and any applicable foreign or state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, or “blue sky” Laws; and (iiiv) where the failure to obtain such other consents, authorizations, filings, approvals, authorizations notices and registrations that, if not obtained or permits, or to make such filings or notificationsmade, would notnot prevent, individually materially alter or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent materially delay the consummation of any of the Transactions or otherwise prevent HL from performing its material obligations under transactions contemplated by this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Romarco do not, and the performance of this Agreement by HL shall Romarco will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-laws or equivalent organizational documents of Romarco or any subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.03(b) have been obtained and all filings and obligations described in Section 2.03(b) have been made, conflict with or violate any Law applicable Legal Requirementsto Romarco or any subsidiary or by which any property or asset of Romarco or any subsidiary is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights 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 the properties Romarco or assets of HL (other than Permitted Liens) any subsidiary pursuant to, any HL Contractsnote, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that as would not materially impair the ability of Romarco to consummate the transactions contemplated by this Agreement and would not, individually and or in the aggregate, have a Material Adverse Effect on HL(defined below). (b) The execution and delivery of this Agreement by HL Romarco do not, and the performance of their respective obligations hereunder this Agreement by Romarco will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), Blue Sky Laws and state securities takeover laws, and (ii) for applicable requirements of Canadian securities legislation, (iii) for acceptance by the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions TSX Venture Exchange (“TSXV”) as set forth in which HL is qualified to do business, Section 3.01 below and (iiiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not materially impair the ability of Romarco to consummate the transactions contemplated by this Agreement, and would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Schedule 4.3 hereto (and assuming compliance with the HSR Act), the execution and delivery of this Agreement by HL do such Seller does not, and the performance by such Seller of its obligations under this Agreement by HL shall will not: , (i) conflict with or violate HL’s Charter Documentsthe operating agreement, agreement of limited partnership, certificate of limited partnership, certificate of incorporation, by-laws or equivalent organizational documents of such Seller, (ii) assuming receipt of consents described in Schedule 4.3 or 5.3 hereto, and except as set forth in Section 4.3(b)(i), conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirements, to such Seller or by which any property or asset of such Seller is bound or affected or (iii) result in any breach of or violation of, or constitute a any default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of give rise to any third party under, or give to others any rights right of termination, amendment, cancellation or acceleration of any obligation or cancellation of, or result in the creation loss of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant tomaterial benefit under, any HL ContractsContract to which such Seller is a party or by which such Seller or any property or asset of such Seller is bound, except, with respect except as would not impair such Seller's ability to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLperform its obligations under this Agreement. (b) The execution and delivery of this Agreement by HL do such Seller does not, and the performance of their respective obligations hereunder this Agreement by such Seller will not, require such Seller to obtain or make any consent, approval, authorization or permit of, or filing with with, or notification to, any governmental or regulatory authority, domestic or foreign, including, without limitation, any governmental administrative agency or franchising authority (each a "Governmental EntityAuthority"), except for the matters disclosed in Schedule 4.3 hereto or except (i) for applicable requirements, if any, of (A) federal or state securities or "blue sky" laws, (B) the Securities Communications Act, the Exchange Actand (C) state and local Governmental Authorities, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant including Franchise authorities of other jurisdictions in which HL is qualified to do businesslisted on Schedule 5.3 hereto, and (ii) where as required under the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisHSR Act.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the CHC Transaction Documents by HL each of CHC and Merger Sub do not, and the performance of this Agreement and the Transaction Documents by HL shall each of CHC and Merger Sub will not: (i) conflict with or violate HL’s Charter Documentsthe organizational documents of CHC or Merger Sub, as the case may be; (ii) conflict with or violate any Law applicable Legal Requirements, to CHC or Merger Sub; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) CHC pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLmaterial Contract. (b) The execution and delivery of this Agreement and the CHC Transaction Documents by HL CHC and Merger Sub do not, and the performance of their respective obligations hereunder this Agreement and the CHC Transaction Documents by CHC and Merger Sub will not, require any consent, approval, authorization or permit of, or registration, filing with or notification to, any Governmental Entity, except for: (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, Blue Sky Laws and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and Nasdaq Markets; (ii) where the failure to obtain filing and recordation of the Articles of Merger as required by the CCC, as applicable; and (iii) such consents, approvals, authorizations or authorizations, permits, or to make such registrations, filings or notificationsnotifications which, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to (x) not have a CHC Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent and Purchaser do not, and the performance of their respective obligations under this Agreement by HL shall Parent and Purchaser and the consummation of the transactions contemplated by this Agreement will not: , (i) conflict with assuming all notices, reports, other filings, or violate HL’s Charter Documentsrequired approvals described in clauses (i) through (iii) of Section 3.03(b) have been given, (ii) made, or received, conflict with or violate any law, regulation, court order, judgment or decree applicable Legal Requirementsto Parent or Purchaser or by which any of their property is bound or affected, (ii) violate or conflict with either the Certificate or Articles of Incorporation or By-Laws of either Parent or Purchaser or (iii) result in any violation or breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration amendment or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties property or assets of HL (other than Permitted Liens) Parent or Purchaser pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, agreement, contract, instrument, permit, license, franchise or other obligation to which Parent or Purchaser is a party or by which Parent or Purchaser or any of them or their property is bound or affected, except for, in the case of clauses (iii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations breaches or other occurrences that defaults which would not, individually not prevent or materially delay the consummation of the Offer and in the aggregate, have a Material Adverse Effect on HLMerger. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except Except for (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and (ii) the rules and regulations thereunder, and appropriate documents with pre-merger notification requirements of the relevant authorities of other jurisdictions in which HL is qualified to do businessHSR Act, and (iiiii) filings by Parent or Purchaser required by, and approvals under, applicable foreign antitrust and competition laws or regulations ("Foreign Antitrust Laws"), neither Parent nor Purchaser is required to submit any notice, report or other filing with any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), in connection with the execution, delivery or performance of their respective obligations of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any Governmental Entity is required to be obtained or made by either Parent or Purchaser in connection with its execution, delivery or performance of their respective obligations of this Agreement or the consummation of the transactions contemplated hereby, except as set forth above and except where the failure to obtain such waivers, consents, approvals, approvals or authorizations would not prevent or permits, materially delay the performance by Parent or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation Purchaser of the Transactions or otherwise prevent HL from performing its material their respective obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Quartet, Holdco and Merger Sub does not, and the performance of this Agreement by HL Quartet, Holdco and Merger Sub shall not: (i) conflict with or violate HLQuartet’s, Holdco’s or Merger Sub’s Charter Documents, or (ii) assuming the accuracy of the representations and warranties of the Company set forth in Section 2.5, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLQuartet’s, Holdco’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Quartet pursuant to, any HL Quartet Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLQuartet. (b) The execution and delivery of this Agreement by HL do Quartet, Holdco and Merger Sub does not, and the performance of their respective obligations it hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessQuartet, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basis.Holdco or

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Members does not, and the performance of this Agreement by HL the Members shall not: , (i) conflict with or violate HL’s DCG's Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Transaction by the Members, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s DCG's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) DCG pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLDCG. (b) The execution and delivery of this Agreement by HL do the Members does not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL DCG is qualified to do business, (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLDCG or, after the Closing, MMT, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the General Partner, on behalf of Perkins, do not, and the performance of this Agreement by HL shall Xxxxxxx will not: , (i) conflict with or violate HL’s Charter Documentsthe organizational documents of Perkins or any Affiliated Partnership, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirementsto Perkins or any Affiliated Partnership or by which any property or asset of Perkins or any Affiliated Partnership is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights 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 the properties Perkins or assets of HL (other than Permitted Liens) any Affiliated Partnership pursuant to, any HL Contractsnote, exceptbond, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL.6 (b) The execution and delivery of this Agreement by HL the General Partner, on behalf of Perkins, do not, and the performance of their respective obligations hereunder this Agreement by Xxxxxxx will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Actand Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Exchange ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), state securities or "blue sky" laws ("BLUE SKY LAWS") and state takeover laws, and filing and recordation of appropriate merger documents as required by the rules DGCL and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, DRULPA and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent Perkins from performing its obligations under this Agreement, and would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and Merger Sub of this Agreement by HL do not, and the performance of this Agreement by HL Parent or Merger Sub shall not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or Bylaws of Parent or the Certificate of Incorporation or Bylaws of Merger Sub, or (ii) conflict with or violate any Law or Order in each case applicable Legal Requirementsto Parent or Merger Sub or by which its or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result except in the creation case of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses clause (ii) and (iii)above, for any such conflicts, violations, breaches, defaults, impairments, alterations conflicts or other occurrences violations that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would could not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLEffect. (b) The execution and delivery by Parent and Merger Sub of this Agreement do not, and the performance by Parent and Merger Sub of this Agreement shall not, require Parent or Merger Sub to obtain the Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Authority, domestic or foreign, except for (A) compliance with applicable requirements of the Securities Act, the Exchange Act, Blue Sky Laws, or the pre-Merger notification requirements of the HSR Act or Foreign Competition Laws, (B) the filing of the Certificate of Merger in accordance with Delaware law, (C) the filing of a listing application or other documents as required by the Nasdaq SmallCap Market ("Nasdaq"), or (yD) prevent where the consummation of failure to obtain such Approvals, or to make such filings or notifications, would not individually or in the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on aggregate, reasonably be expected to have a timely basisMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by HL such Former Stockholder do not, and the performance by such Former Stockholder of the transactions contemplated hereby or thereby will not, subject to obtaining the consents, approvals, authorizations, and permits and making the filings described in this Agreement by HL shall not: Section 3.2(b) or otherwise described on SCHEDULE 3.2(b), (i) violate, conflict with or violate HL’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirementswith, or (iii) result in any a violation or breach of of, or constitute a default (with or an event that with without due notice or lapse of time or both would become a defaultboth) under, or materially impair HL’s rights give any party the right to terminate or alter the rights or obligations of accelerate any third party underobligation, or give rise to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on upon the Shares under, any of the properties terms, conditions, or assets provisions of HL (any agreement or other than Permitted Liens) pursuant toinstrument or obligation to which such Former Stockholder is a party or by which it may be bound, any HL Contracts, except, with respect to clauses or (ii) and (iii)violate any order, writ, judgment, injunction, decree, statute, law, rule, or regulation of any Governmental Entity binding upon the such Former Stockholder except for any such violations, conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that defaults as would not, individually and or in the aggregate, have a Material Adverse Effect material adverse effect on HL. (b) The the ability of such Former Stockholder to enter into this Agreement and consummate the transactions contemplated in this Agreement and in the other Transaction Documents. No Consent of or registration, declaration, or filing with any Governmental Entity is required by or with respect to such Former Stockholder in connection with the execution and delivery of this Agreement any Transaction Documents by HL do not, and such Former Stockholder or the performance consummation of their respective obligations hereunder will not, require any consent, approval, authorization the transactions contemplated hereby or permit of, or filing with or notification to, any Governmental Entitythereby, except (i) for applicable requirements, if any, of the Securities Act, Act and the Exchange Act, Act and state securities or blue sky laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basis.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL Parent and the execution and delivery of the Voting Agreement by Parent do not, and the performance of this Agreement by HL Parent and the performance of the Voting Agreement by Parent shall not: (i) conflict with or violate HL’s Parent's Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) Parent pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLCompany. (b) The execution and delivery of this Agreement by HL do Parent does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLParent, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Cobra of this Agreement by HL do not, and the performance consummation of this Agreement by HL shall not: the transactions contemplated hereby do not and will not (i) conflict with violate the certificate of incorporation or violate HL’s Charter Documentssimilar organizational documents of Cobra, (ii) conflict with or violate any applicable Legal Requirementslaw to which Cobra is subject, or (iii) result in require any breach of consent or other action by any person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give rise to others any rights right of termination, amendment, cancellation or acceleration or cancellation of, to a loss of any benefit or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) pursuant toright to which Cobra is entitled under, any HL Contracts, except, with respect to clauses (ii) and (iii), for provision of any such conflicts, violations, breaches, defaults, impairments, alterations agreement or other occurrences that would notinstrument to which Cobra is a party, individually and in the aggregate, have a Material Adverse Effect on HL. (biv) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, order, authorization or permit of, or registration or filing with or notification to, any Governmental Entitygovernmental authority or other person, except for the filing with the SEC of any Schedule 13D or 13G (ior amendments thereto) for applicable requirements, if any, and filings under Section 16 of the Securities Act, the Exchange Act, state securities laws, Act as may be required in connection with this Agreement and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLtransactions contemplated hereby, or (yv) prevent result in the consummation imposition of any lien on any material assets of Cobra (other than any lien resulting from this Agreement) except (A), in the case of the Transactions foregoing clauses (ii), (iii), (iv) and (v), as would not impact Cobra’s ability to perform or otherwise prevent HL from performing comply with its material obligations under this Agreement or to consummate the transactions contemplated herein on a timely basis, or (B) in the case of the foregoing clause (iv), with respect to any consent, approval, order, authorization, permit, registration or filing referred to in Section 3.03(v).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Purchaser do not, and the performance of this Agreement by HL the Purchaser shall not: (i) conflict with or violate HLthe Purchaser’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Purchaser’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) the Purchaser pursuant to, any HL the Purchaser Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLthe Purchaser. (b) The execution and delivery of this Agreement by HL the Purchaser do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL the Purchaser is qualified to do business, business and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Purchaser, or (y) prevent the consummation of the Transactions transactions contemplated by this Agreement or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Blocker does not, and the performance of this Agreement by HL shall Blocker will not: , (i) materially conflict with or violate HL’s Charter Documents, the Organizational Documents of Blocker; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.04(b) have been obtained and all filings and obligations described in Section 5.04(b) have been made, materially conflict with or violate any Law applicable Legal Requirements, to Blocker or by which any of its property or assets is bound or affected; or (iii) result in any material breach of of, or constitute a material default (or an event that which, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties lien or assets of HL other encumbrance (other than Permitted Liens) on any property or asset of Blocker pursuant to, any HL Contractsmaterial note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation binding on Blocker, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that which would not, individually and in the aggregate, not reasonably be expected to have a Material Adverse Effect material adverse effect on HLBlocker. (b) The execution and delivery of this Agreement by HL do Blocker does not, and the performance of their respective obligations hereunder this Agreement by Blocker will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityAuthority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, the HSR Act, and filing and recordation of appropriate merger documents as required by the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and Delaware General Corporation Law; (ii) where pre-Closing and post-Closing filing or notification requirements applicable under any state insurance Laws, including, but not limited to, insurance agency change in control approval requirements under the failure to obtain Texas Insurance Code; and (iii) such consents, approvals, authorizations or permitsauthorizations, or to make such permissions, filings or notifications, which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected materially impair or delay Blocker’s ability to consummate the transactions contemplated hereby. (xc) have a Material Adverse Effect on HLThe execution and delivery of this Agreement (and the other applicable Transaction Documents) by Blocker Holder does not, and the performance of this Agreement (and the other applicable Transaction Documents) by Blocker Holder will not, (i) materially conflict with or violate the Organizational Documents of Blocker Holder, (ii) materially conflict with or violate any Law to which Blocker Holder is subject or (iii) result in any material breach of, or constitute a material default (yor an event which, with notice or lapse of time or both, would become a default) prevent under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the consummation creation of a lien or other encumbrance (other than Permitted Liens) on any property or asset of Blocker Holder pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation binding on Blocker Holder, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not materially impair or delay Blocker Holder’s ability to consummate the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basistransactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Purchaser do not, and the performance of this Agreement by HL the Purchaser shall not: (i) conflict with or violate HLthe Purchaser’s Charter Documentsarticles of formation or operating agreement, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any material breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Purchaser’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) the Purchaser pursuant to, any HL Contractsthe contract or agreement to which the Purchaser is a party, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLthe Purchaser. (b) The execution and delivery of this Agreement by HL the Purchaser do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL the Purchaser is qualified to do business, business and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Purchaser, or (y) prevent the consummation of the Transactions transactions contemplated by this Agreement or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do KBL does not, and the performance of this Agreement by HL KBL shall not: (i) conflict with or violate HLKBL’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLKBL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien on any of the properties or assets of HL (other than Permitted Liens) KBL pursuant to, any HL KBL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLKBL. (b) The execution and delivery of this Agreement by HL do KBL does not, and the performance of their respective KBL’s obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL KBL is qualified to do business, business and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLKBL, or (y) prevent the consummation of the Transactions Merger or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by HL do not, and the or performance of this Agreement by HL shall not: SymmetriCom, the consummation by SymmetriCom of the transactions contemplated hereby or the compliance by SymmetriCom with any of the provisions hereof will (i) conflict with or violate HL’s Charter Documentsthe Articles of Incorporation or By- Laws of SymmetriCom, (ii) conflict with or violate any statute, ordinance, rule, regulation, order, judgment or decree applicable Legal Requirementsto SymmetriCom, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the by which its properties or assets of HL (other than Permitted Liens) pursuant to, any HL Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations may be bound or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLaffected. (b) The execution and None of the execution, delivery or performance of this Agreement by HL do notSymmetriCom, and the performance consummation by SymmetriCom of their respective obligations hereunder the transactions contemplated hereby or the compliance by SymmetriCom with any of the provisions hereof will not, require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification to by SymmetriCom (any of the foregoing being a "Consent"), any government or subdivision thereof, domestic, foreign or supranational or any administrative, governmental or regulatory authority, agency, commission, tribunal or body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) the filing of a certificate of merger pursuant to the GCL, (ii) notifications required by certain environmental statutes, and (iii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). (c) SymmetriCom is not subject to, or a party to, any Governmental Entitycharter, except (i) for applicable requirementsbylaw, if anymortgage, of the Securities Actlien, the Exchange Actlease, state securities lawslicense, and the rules and regulations thereunderpermit, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do businessinstrument, and (ii) where the failure to obtain such consentsorder, approvals, authorizations judgment or permitsdecree, or to make such filings any other agreement, contract or notifications, restriction of any kind or character which would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under transactions contemplated by this Agreement on a timely basisor compliance by SymmetriCom with the terms, conditions and provisions hereof.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do DNA does not, and the performance of this Agreement by HL DNA shall not: , (i) conflict with or violate HLeither DNA’s or Grass Roots' Charter Documents, ; (ii) subject to obtaining the adoption of this Agreement and the Transaction by DNA, conflict with or violate any applicable Legal Requirements, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLDNA’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) either DNA or Grass Roots pursuant to, to any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLGrass Roots. (b) The execution and delivery of this Agreement by HL do DNA does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL either DNA or Grass Roots is qualified to do business; (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing; and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLGrass Roots or, after the Closing, the Buyer, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do New Motion does not, and the performance of this Agreement by HL New Motion shall not: , (i) conflict with or violate HL’s New Motion's Charter Documents, (ii) to its knowledge, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLNew Motion’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) New Motion pursuant to, any HL ContractsMaterial Contracts (as defined below), except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLNew Motion. (b) The execution and delivery of this Agreement by HL do New Motion does not, and the performance of their respective New Motion’s obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawslaws (“Blue Sky Laws”), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL New Motion is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLNew Motion or, after the Closing, MPLC, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL the Company shall not: (i) conflict with or violate HLthe Company’s Charter Documentsarticles of incorporation or bylaws, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) the Company pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLCompany. (b) The execution and delivery of this Agreement by HL do the Company does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Company is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Company, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do not, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the Constituent Documents of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, to the Buyer or by which any property or asset of the Buyer is bound or affected; or (iii) conflict with, result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contracts, material Contract or agreement to which the Buyer is a party; except, with respect to clauses in the case of clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect on HLor that arise as a result of any facts or circumstances relating to the Seller or any of its Affiliates. (b) The execution Buyer is not required to file, seek, or obtain any notice, authorization, approval, Order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Buyer of this Agreement or the consummation of the transactions contemplated hereby, except (i) for any filings required to be made under the HSR Act, (ii) for such filings as may be required by HL do notany applicable federal or state securities or “blue sky” laws, and the performance of their respective obligations hereunder will not, require any (iii) where failure to obtain such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permitsaction, or to make such filings filing or notificationsnotification, would not, individually or in the aggregate, reasonably be expected to (x) have a Buyer Material Adverse Effect on HL, and (iv) as are not required to be made or (y) prevent given until after the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisClosing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Shareholders does not, and the performance of this Agreement by HL the Shareholders shall not: , (i) conflict with or violate HL’s CST Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Transaction by the Shareholders, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s CST rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) CST pursuant to, to any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLCST. (b) The execution and delivery of this Agreement by HL do each Shareholder does not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL CST is qualified to do business, (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLCST or, after the Closing, WPIG, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The ------------------------------------------ execution and delivery of this Agreement by HL DMA do not, and the performance of this Agreement by HL shall DMA will not: , (i) conflict with or violate HL’s Charter Documentsthe Certificate of Incorporation or By-laws of DMA, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable Legal Requirements, to DMA or by which DMA or any of its properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties property or assets of HL (other than Permitted Liens) DMA pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to clauses (ii) and (iii)which DMA is a party or by which it or any of its properties is bound or affected, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have not cause or create a Material Adverse Effect on HLmaterial risk of non-performance or delayed performance by DMA of its obligations under this Agreement. (b) The execution and delivery of this Agreement by HL DMA do not, and the performance of their respective obligations hereunder this Agreement by DMA will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, Act and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually not prevent or in delay the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation performance by DMA of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL IGPAC do not, and the performance of this Agreement by HL IGPAC shall not: (i) conflict with or violate HLIGPAC’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLIGPAC’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) IGPAC pursuant to, any HL IGPAC Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLIGPAC. (b) The execution and delivery of this Agreement by HL IGPAC do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL IGPAC is qualified to do business, business and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLIGPAC, or (y) prevent the consummation of the Transactions transactions contemplated by this Agreement or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do IA does not, and the performance of this Agreement by HL IA and shall not: (i) conflict with or violate HL’s IA's Charter Documents, ; (ii) conflict with or violate any applicable Legal Requirements, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s IA's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) IA pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLIA. (b) The execution and delivery of this Agreement by HL do IA does not, and the performance of their respective its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL IA is qualified to do business; (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing; and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLIA, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL the Company do not, and the performance of this Agreement by HL the Company shall not: , (i) conflict with or violate HLthe Fundamental Documents of the Company or the Company’s Charter DocumentsSubsidiaries, (ii) conflict with or violate any Legal Requirements applicable Legal Requirementsto the Company or the Company’s Subsidiaries, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration acceleration, redemption or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) the Company or any of its Subsidiaries pursuant to, any HL Contracts, or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Contract, including any “change in control” or similar provision of any Contract, except, with respect to clauses (ii) and ), (iii) or (iv), for any such conflicts, violations, breaches, defaults, impairmentstriggerings, alterations accelerations, increases or other occurrences that would not, individually and or in the aggregate, have a Material Adverse Effect on HLthe Company. (b) The execution and delivery of this Agreement by HL the Company do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityEntity or other third party (including lenders and lessor), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which HL the Company or any of its Subsidiaries is licensed or qualified to do business, including the filing by the Company of the GSL Articles of Merger with the Xxxxxxxx Islands Registrar, (ii) for the filing of any notifications required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration of the required waiting period thereunder, (iii) the consents, approvals, authorizations and permits described in Schedule 2.5, (iv) any consents, approvals, authorizations, filings or exemptions in connection with compliance with the rules of the American Stock Exchange (“AMEX”) or any other national securities exchange, and (iiv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basisCompany.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Shareholders does not, and the performance of this Agreement by HL the Shareholders shall not: , (i) conflict with or violate HL’s SN's Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Transaction by the Shareholders, conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HL’s SN's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) SN pursuant to, any HL Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLSN. (b) The execution and delivery of this Agreement by HL do the Shareholders does not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, self-regulatory organization, domestic or foreign (a "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities lawslaws ("Blue Sky Laws"), and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL SN is qualified to do business, (ii) consents, approvals, authorizations, permits, filings and notices to be obtained or made prior to Closing, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLSN or, after the Closing, MMT, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Buyer of this Agreement by HL and each of the Ancillary Agreements to which the Buyer will be a party do not and will not, and the performance and consummation of this Agreement by HL shall the transactions contemplated hereby and thereby will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, or to the Buyer; or (iii) result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contractsnote, exceptbond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which the Buyer is a party; except with respect to clauses (i), (ii) ), and (iii)) above, for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, materially impair the ability of the Buyer to consummate, or prevent or materially delay, any of the transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (xb) have a Material Adverse Effect on HLThe Buyer is not required to file, seek or (y) prevent obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing its material obligations thereby, except for any filings required to be made under this Agreement on a timely basisthe HSR Act.

No Conflict; Required Filings and Consents. (a) The execution Neither the execution, delivery and delivery performance by AETI of this Agreement by HL do notor the other Transaction Agreements to which it is a party, and nor (assuming approval of the performance AETI Stockholder Matters is obtained) the consummation of this Agreement by HL shall notthe Transactions shall: (i) conflict with or violate HLAETI’s or any of its Subsidiary’s Charter Documents, (ii) conflict with or violate any applicable Applicable Legal RequirementsRequirements in any material respect, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair HLAETI’s rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of HL (other than Permitted Liens) AETI or any of its Subsidiaries pursuant to, any HL AETI Contracts, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do AETI, or the other Transaction Agreements to which it is a party, does not, and the performance of their respective its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities blue sky laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL AETI is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have be material to AETI and its Subsidiaries, taken as a Material Adverse Effect on HL, or (y) prevent the consummation of the Transactions or otherwise prevent HL from performing its material obligations under this Agreement on a timely basiswhole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do Sino and Holdco does not, and the performance of this Agreement by HL Sino and Holdco shall not: (i) conflict with or violate HLSino’s or Holdco’s Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLSino’s or Holdco’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Sino pursuant to, any HL Sino Contracts, except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HLSino. (b) The execution and delivery of this Agreement by HL do Sino and Holdco does not, and the performance of their respective obligations it hereunder will not, require any consent, approval, authorization or permit Approval of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities lawsBlue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL Sino or Holdco is qualified to do business, (ii) the qualification of Sino or Holdco as a foreign corporation in those jurisdictions in which the business of the Company makes such qualification necessary, and (iiiii) where the failure to obtain such consents, approvals, authorizations or permitsApproval, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLSino, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Buyer of this Agreement by HL do notand each of the Ancillary Agreements to which the Buyer will be a party, and the performance consummation of this Agreement by HL shall the transactions contemplated hereby and thereby, do not and will not: : (i) conflict with or violate HL’s Charter Documents, the certificate of incorporation or bylaws of the Buyer; (ii) conflict with or violate any Law applicable Legal Requirements, or to the Buyer; or (iii) result in any breach of or of, constitute a default (or an event that that, with notice or lapse of time or both both, would become a default) under, under or materially impair HL’s rights or alter the rights or obligations require any consent of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of HL (other than Permitted Liens) Person pursuant to, any HL Contractsnote, exceptbond, with respect mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to clauses (ii) and (iii)which the Buyer is a party, except for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on HL. (b) The execution and delivery of this Agreement by HL do not, and the performance of their respective obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would could not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect material adverse effect on HLthe ability of the Buyer to perform its obligations under this Agreement or the Ancillary Agreements to which it will be a party. (b) The Buyer is not required to file, seek or (y) prevent obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it will be party or the consummation of the Transactions transactions contemplated hereby or otherwise prevent HL from performing its material obligations thereby, except if applicable, for any filings required to be made under this Agreement on a timely basis(i) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or (ii) any similar merger control or anti-trust statutes in any other applicable jurisdiction, and the rules and regulations promulgated thereunder.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by HL do the Company does not, and the performance of this Agreement by HL the Company shall not: , (i) conflict with or violate HL’s their respective Charter Documents, (ii) conflict with or violate any applicable Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair HLthe Affiliated Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any of the properties or assets of HL (other than Permitted Liens) any Affiliated Company pursuant to, any HL ContractsMaterial Contracts (as defined below), except, with respect to clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults, impairments, alterations defaults or other occurrences that would not, individually and or in the aggregate, reasonably be expected to have a Material Adverse Effect on HLthe Affiliated Companies. (b) The execution and delivery of this Agreement by HL do the Company does not, and the performance of their respective obligations of the Company hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which HL is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effect on HLthe Affiliated Companies or, after the Closing, Applied Spectrum, or (y) prevent the consummation of the Transactions Transaction or otherwise prevent HL the parties hereto from performing its material their obligations under this Agreement on a timely basisAgreement.